Does the guarantee hold if the SPV files, rejects the lease or has payments clawed back?
Both filed guarantees are drafted for the SPV’s bankruptcy. If the SPV’s lease is rejected, CoreWeave must take on the lease itself if the landlord asks, as if there had been no rejection. The guarantee is reinstated if rent has to be paid back as a preference or fraudulent conveyance. Under IREN’s guarantee, if a court stay stops the lenders’ agent from making demand, demand is treated as made the day after the remarketing period ends. IREN cannot claim in its SPV’s insolvency until the guaranteed amounts are paid in full.
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What the filed contracts say
Contract
What the filed wording says
CoreWeave springing guaranty
If the SPV’s lease is rejected, CoreWeave must, if asked, assume the lease as if it had not been rejected.
CoreWeave springing guaranty
The guarantee is reinstated for rent that has to be returned as a preference or fraudulent conveyance.
IREN parent guarantee
If the agent is stayed from making demand, including in IREN’s own chapter 11, demand is deemed made the first business day after the remarketing period.
IREN parent guarantee
IREN cannot prove or claim in its SPV’s insolvency until the guaranteed amounts are paid in full.
The filed wording
D. Guarantor agrees that, in the event of the rejection or disaffirmance of the SPV Lease by SPV Tenant or SPV Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other law affecting creditors’ rights, Guarantor will, if Landlord so requests, assume all obligations and liabilities of SPV Tenant under the SPV Lease, to the same extent as if Guarantor was a party to such document and there had been no such rejection or disaffirmance, and Guarantor will confirm such assumption, in writing, at the request of Landlord upon or after such rejection or disaffirmance.
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.
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