Who stands behind a neocloud’s data centre rent, and can a chip supplier be the guarantor?
Nscale’s lease of Ionic Digital’s Cedarvale campus required, within five days of signing, an irrevocable investment grade guaranty from Nscale’s GPU supplier, approved by the landlord, for the rent in the first five lease years. Failing to deliver it is an immediate event of default. Nscale’s parent guarantees the rent from year six for the rest of the term. While the supplier’s guaranty is in force, no transfer of the lease is allowed without the supplier’s consent. A chip vendor’s balance sheet backing a neocloud’s rent is the same idea as Google’s backstops of Fluidstack’s leases.
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What the filed contracts say
Contract
What the filed wording says
Ionic Digital lease to Nscale
An investment grade guaranty from the tenant’s GPU supplier covers the rent for the first five lease years.
Ionic Digital lease to Nscale
Failing to deliver the supplier guaranty within five days is an immediate event of default.
Ionic Digital lease to Nscale
The tenant’s parent guarantees the rent from the sixth lease year to the end of the term.
Ionic Digital lease to Nscale
While the supplier guaranty is in force, the supplier must consent to any transfer of the lease.
The filed wording
2.7 Credit. (a) Within five (5) days of the Effective Date, Tenant shall provide to Landlord an irrevocable investment grade guaranty from Tenant’s OEM GPU supplier approved by Landlord (“OEM”) in the form of guarantee issued by the relevant investment grade OEM in the aggregate face amount equal to the Rent payable in the first five (5) Lease Years, which shall remain in effect from the Effective Date until the commencement of the sixth Lease Year and be in a form approved by Landlord, in each case, in its sole discretion. If Tenant fails to deliver the guaranty from OEM, then it shall be an immediate Event of Default hereunder. … (b) On or prior to the Effective Date, Tenant shall provide to Landlord an irrevocable guaranty from Tenant’s Parent guarantying all Rent payable from and after the commencement of the sixth Lease Year, which shall remain in effect for the Term of this Lease and be in a form approved by Landlord.
Ionic Digital net lease of its Cedarvale campus (Barstow, Texas) to Nscale, 234 MW plus 89 MW expansion, section 2.7(a) and (b) · Ionic Digital S-1, Exhibit 10.16
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.