Applied Digital Corporation has announced plans to raise USD 1.59 billion through a private offering of senior secured notes, with the proceeds earmarked primarily to fund the construction of a fourth building at its Polaris Forge 1 AI Factory campus in Ellendale, North Dakota.

The Offering Structure

The Dallas-based company, which trades on the Nasdaq under the ticker APLD, disclosed on June 9, 2026, that its subsidiary APLD ComputeCo 3 LLC intends to offer USD 1.59 billion in aggregate principal amount of senior secured notes due 2031.

The offering is being made in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as well as to non-U.S. persons outside the United States under Regulation.

The notes have not been registered under the Securities Act and cannot be publicly offered or sold in the United States absent an applicable registration exemption.

The company stated that the offering remains subject to market conditions and other factors, and that no assurance can be given as to whether, when, or on what terms the offering will be completed.

Recently, Applied Digital has secured a 210 MW lease at the Delta Forge 2 data center campus.

How the Proceeds Will Be Used

Applied Digital outlined four specific uses for the net proceeds of the offering. The primary purpose is to fund the construction and associated expenses of 150 megawatts of critical IT load capacity at the fourth building, designated ELN-04, at the Polaris Forge 1 campus in Ellendale, North Dakota.

The company described Polaris Forge 1 as its AI Factory campus. In addition to the construction funding, a portion of the proceeds will be used to repay the aggregate principal balance and any accrued interest under a Credit and Guaranty Agreement with Goldman Sachs Bank USA, which had been provided as a bridge loan facility.

The remaining proceeds will be directed toward funding debt service reserves and covering transaction expenses.

Security and Guarantee Framework

The notes will be fully and unconditionally guaranteed by APLD ComputeCo 3's existing and future direct and indirect subsidiaries.

As of the announcement date, those guarantors include APLD ELN-04 HoldCo LLC, APLD ELN-04 LLC, and APLD ELN-04 LandCo LLC.

The notes and related guarantees will be secured by first-priority liens on substantially all assets of APLD ComputeCo 3 and the guarantors, with the exception of certain excluded property.

The security package also includes all equity interests of APLD ComputeCo 3 held by APLD HPC Holdings 2 LLC, identified as a Delaware limited liability company and the direct parent company of APLD ComputeCo 3.

Applied Digital itself will provide a customary completion guarantee with respect to the ELN-04 project.

Under the terms of that guarantee, the parent company has committed to fund APLD ComputeCo 3 as necessary to ensure timely completion of the ELN-04 building.

Expanding the Polaris Forge 1 Campus

The ELN-04 building represents the fourth structure at Applied Digital's flagship Polaris Forge 1 campus, underscoring the company's continued investment in expanding its high-performance data center footprint in North Dakota.

The Ellendale campus is central to Applied Digital's strategy of deploying what it calls an AI Factory model, designed to deliver large-scale compute capacity for artificial intelligence workloads.

Applied Digital describes itself as a designer, builder, and operator of high-performance, sustainably engineered data centers and colocation services serving artificial intelligence, networking, and blockchain customers.

The company, headquartered in Dallas and founded in 2021, highlights what it calls proprietary waterless cooling technology and rapid deployment capabilities among its operational differentiators. The company was named Best Data Center in the Americas 2025 by Datacloud.

Market Context for the Debt Raise

The scale of the proposed offering reflects the capital-intensive nature of building out large AI data center infrastructure. At USD 1.59 billion, the notes offering represents substantial debt financing for a single building project delivering 150 megawatts of critical IT load capacity.

The 2031 maturity date gives the company a multi-year runway to service the debt against anticipated revenues from the facility.

The involvement of Goldman Sachs Bank USA as the administrative and collateral agent on the bridge loan facility that will be repaid with part of the proceeds points to prior engagement with major financial institutions in structuring the Ellendale campus expansion.

The new senior secured notes offering, once completed, would effectively refinance that bridge facility while simultaneously unlocking the capital required to bring ELN-04 to completion.

The offering's restriction to qualified institutional buyers and non-U.S. persons under the applicable securities law exemptions is consistent with standard practice for large-scale private debt placements of this nature in the United States.