What does a landowner give up when it signs a data centre development JV?
MARA agreed with Starwood to turn MARA’s sites into data centres through joint ventures. While exclusivity lasts, MARA may not deal with anyone else on the target sites or on any property within 30 miles of them. That covers sales, leases, development and financing. MARA may still borrow, but not on debt secured on a target site unless it is repaid before the site goes into the venture. If a secured lender moves to foreclose on a site, MARA is treated as having declined that site, and Starwood may go ahead alone. Starwood in turn may not back a competing mining or data centre facility within 30 miles. For in-house teams: check your existing site financing before signing, because a lender’s enforcement can hand the site to your partner.
Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·
What the filed contracts say
Contract
What the filed wording says
MARA–Starwood strategic agreement
The landowner may not deal with anyone else on the target sites, or any property within 30 miles, during exclusivity.
MARA–Starwood strategic agreement
It may borrow, but not on debt secured on a target site unless repaid before the site goes into the venture.
MARA–Starwood strategic agreement
If a secured lender moves to foreclose, the landowner is treated as declining the site and the capital partner may go ahead alone.
MARA–Starwood strategic agreement
The capital partner may not back a competing mining or data centre facility within 30 miles.
The filed wording
(i) During the Exclusivity Period, each MARA Restricted Person shall not, directly or indirectly, itself or through any of its agents, advisors or representatives (including without limitation, the Broker), with respect to each Target Property or with respect to … any property within a thirty (30) mile radius of any Target Property, directly or indirectly solicit, make, accept, negotiate, entertain or respond to, any proposals or transaction from or to any third party or otherwise pursue (on its own behalf and/or with any third party) any proposals or transaction, in each of the foregoing cases, of any nature regarding the direct or indirect acquisition, sale, leasing, development, redevelopment, financing or refinancing of all or a portion of any Target Property or any property within a thirty (30) mile radius of any such Target Property (or, in each case, any alternative to any transaction contemplated in this Agreement), including, without limitation, joint ventures to directly or indirectly own, lease or develop any Target Property or any interest therein or any similar opportunity within a thirty (30) mile radius of any Target Property, except with Starwood and/or its Controlled Affiliates; … provided that the foregoing shall not restrict (A) debt financing or refinancing so long as such debt financing or refinancing (1) unless otherwise being paid off prior to the applicable contribution or sale, is not secured, in whole or in part, by a lien on any Target Property … In the event that MARA enters into debt financing or refinancing that is secured by a lien or pledge on any Target Property (or any portion thereof or interest therein), and MARA receives a notice from the applicable lender of its intent to foreclose on such lien or pledge, MARA shall be automatically deemed to have delivered a Notice Not to Proceed with respect to such Target Property, and Starwood shall be permitted to deliver a Notice to Proceed Alone with respect to such Target Property (whether or not the event described in clause (b) of the definition of Development Phase Trigger Event has occurred).
MARA–Starwood strategic agreement to develop MARA’s sites as data centres through joint ventures, section 2(a)(i) · MARA Holdings 8-K, Exhibit 10.1
Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
InfraCompute Weekly
The week in compute finance, read from the filings.
Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
