What happens to the site after the go or no-go decision?
If both sides say go, they form the venture within 30 days, and MARA contributes the site at the agreed price on the forms attached to the agreement. If Starwood says no, the site leaves the agreement and the diligence work passes to MARA. If Starwood proceeds alone, it signs a purchase agreement within 90 days to buy the site at the agreed price. On closing it reimburses MARA’s pursuit costs. For in-house teams: the right to go alone turns the JV into a sale, so the landowner’s price formula matters as much as the venture terms.
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What the filed contracts say
Contract
What the filed wording says
MARA–Starwood strategic agreement
If both say go, they form the venture within 30 days and the landowner contributes the site at the agreed price.
MARA–Starwood strategic agreement
If the capital partner says no, the site leaves the agreement and the diligence work passes to the landowner.
MARA–Starwood strategic agreement
If the capital partner goes alone, it signs a purchase agreement within 90 days to buy the site at the agreed price.
MARA–Starwood strategic agreement
On closing it reimburses the landowner’s pursuit costs.
The filed wording
In the event that both MARA and Starwood timely deliver a Notice to Proceed with respect to a Target Property in accordance with Section 7, then on a date mutually selected by the Parties that occurs on or before the date that is thirty (30) days after both Parties have issued a Notice to Proceed with respect to such Target Property, the Parties shall (and/or the Parties shall cause their applicable designated Affiliates to) (x) form the Joint Venture and its applicable Subsidiaries for such Target Property in accordance with the Approved Investment Structure, … pursuant to which MARA, or the Affiliate of MARA that owns or ground leases the applicable Target Property, shall contribute all of its right, title and interest in the applicable Target Property (other than any Excluded Property applicable thereto) (or 100% of the direct or indirect interests therein, as reasonably determined by MARA and Starwood) to the applicable Joint Venture for the Applicable Purchase Price in accordance with the terms therein;
MARA–Starwood strategic agreement to develop MARA’s sites as data centres through joint ventures, section 8 · 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.
