If the hyperscaler cancels a GPU tranche before acceptance, what does the parent cover?
IREN’s limited guarantee covers a tranche of Dell GPU servers that Microsoft terminates before acceptance. It bites once the servers are sold under the remarketing right, or the remarketing right fails by the end of the remarketing period. IREN then covers the debt left after the sale proceeds. Equity reduces the guaranteed amount only once it is actually received and applied, and a promise to fund equity is no defence. If the lenders enforce against the collateral during the remarketing period, IREN no longer covers the upfront amount owed back to Microsoft. IREN pays within five business days of demand.
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What the filed contracts say
Contract
What the filed wording says
IREN parent guarantee
The guarantee bites once the tranche’s equipment is sold under the remarketing right, or the remarketing right is not met by the end of the remarketing period.
IREN parent guarantee
Equity reduces the guaranteed amount only once received and applied; a stated intention to fund equity is no defence.
IREN parent guarantee
If the agent enforces against the collateral during the remarketing period, the cover for the upfront amount owed back to Microsoft falls away.
IREN parent guarantee
IREN pays within five business days of demand, and demand can be made early once a sale has closed.
The filed wording
“RVG Trigger” shall mean either (a) the consummation of the disposition of the Infrastructure (as defined in the Common Terms Agreement) relating to the applicable Tranche pursuant to clause (a) of the definition of “Remarketing Right” under, and in accordance with, the Common Terms Agreement or (b) the Company not having satisfied the requirement set forth in any of clauses (a), (b) or (c) of the definition of “Remarketing Right” at the end of the Remarketing Period.
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.