How do a landowner and a capital partner decide whether to build a site together?
When the site is ready, Starwood delivers the development package. Each side then has ten business days to say go or no-go, and silence is a no. If MARA says no and Starwood says yes, Starwood has ten more days to choose to proceed alone. If MARA goes ahead, it picks a stake in the venture of between 10% and 50%. A dispute over the price for the site goes to a Big Four accounting firm, which acts as an expert rather than an arbitrator. It must decide within the two sides’ figures and within 30 days. For in-house teams: the decision window is short, so the landowner should review the package as it arrives rather than wait for the trigger notice.
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What the filed contracts say
Contract
What the filed wording says
MARA–Starwood strategic agreement
After the development package arrives, each side has ten business days to say go or no-go.
MARA–Starwood strategic agreement
Silence is a no.
MARA–Starwood strategic agreement
If the landowner says no and the capital partner yes, the capital partner may choose to proceed alone.
MARA–Starwood strategic agreement
A landowner that goes ahead picks a stake of between 10% and 50%.
MARA–Starwood strategic agreement
A price dispute goes to a Big Four accounting firm acting as an expert, within the two sides’ figures, in 30 days.
The filed wording
(a) Within ten (10) Business Days following Starwood providing written notice to MARA that a Development Phase Trigger Event has occurred with respect to a Target Property (which written notice must include the Development Package applicable … MARA or Starwood may deliver (i) a Notice to Proceed with respect to such Target Property or (ii) a Notice Not to Proceed with respect to such Target Property. … If Starwood or MARA fails to respond within such ten (10) Business Day period, it shall be deemed to have elected a Notice Not to Proceed with respect to such Target Property. … If MARA delivers (or is deemed to have delivered) a Notice Not to Proceed, and Starwood delivers a Notice to Proceed, with respect to such Target Property during such ten (10) Business Day period, then Starwood shall have a period of ten (10) days following its receipt of such Notice Not to Proceed to deliver to MARA prior to the expiration of such ten (10) day period either (I) provided the event described in clause (b) of the definition of Development Phase Trigger Event has occurred with respect to such Target Property, a Notice to Proceed Alone or (II) a Notice Not to Proceed … (b) Any Notice to Proceed with respect to a Target Property delivered by MARA shall indicate (i) what percentage of the equity in the applicable Joint Venture that MARA elects (the “MARA Equity Decision”), which shall not be less than ten percent (10%) and shall not be greater than fifty percent (50%)
MARA–Starwood strategic agreement to develop MARA’s sites as data centres through joint ventures, section 7(a) and (b) · 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
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Deals, terms and the clauses behind them, for the people financing data centres, GPU clouds and the power behind them. By Randeep Bubbra.
