Repaid when the lease is signed or the equity arrives
What forces a development loan to be repaid early?
A development loan is a bridge to the lease and the construction financing that follows it. The $100m note must be repaid in full within 90 days of the lease being signed. It must also be repaid within 30 days of a preference share issue raising at least $100m for the project, and within 20 business days of a sale of the project company to an Applied Digital affiliate, unless the lender agrees to roll the money into another project. Every one of these prepayments carries the lender’s base return.
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What the filed contracts say
Contract
What the filed wording says
Macquarie $100m development note
The whole loan must be repaid within 90 days of the lease being signed.
Macquarie $100m development note
It must be repaid within 30 days of a preference share issue raising at least $100m for the project.
Macquarie $100m development note
A sale of the project company to an Applied Digital affiliate also triggers repayment, unless the lender agrees to roll the money into another project.
Macquarie $100m development note
Every prepayment carries the base return.
The filed wording
(iv) Within ninety (90) days following the occurrence of the Initial Lease Execution, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder. … (v) Within thirty (30) days following the issuance of a Qualifying Preference Share Issuance, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder. … (vi) Within twenty (20) Business Days following the consummation of an SPV Sale, the Company shall prepay the full outstanding principal balance of this Note together with (A) accrued interest to the date of prepayment on the principal amount prepaid and (B) any other amounts then due and payable hereunder, including, for the avoidance of doubt, any amounts necessary to achieve the Base Return with respect to the portion of the Loan being prepaid; provided that, upon the Company’s request, the Lender may elect, in its sole discretion, to have the amounts due pursuant to this clause (vi) to instead be reinvested by the Company to another project on terms and conditions reasonably satisfactory to the Lender. … (vii) Prepayments pursuant to this Section 2(f) shall, with respect to the portion of the Loan then being prepaid, in each case, be accompanied by the payment of amounts sufficient to achieve the Base Return with respect to the amount of the Loan being prepaid.
Macquarie development loan to Applied Digital (APLD DevCo), $100m, for a hyperscale campus before the lease, section 2(f) · Applied Digital 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.