What can a platform investor block, and when can it sell?
Macquarie has consent rights over a list of reserved matters for as long as its governance conditions are met (the list itself is not filed). Anything done without its consent is void. No member may transfer without the others’ consent, except as permitted. Applied Digital may transfer to anyone. Macquarie may transfer only to its affiliates and co-investment vehicles until 6 October 2030, and after that to anyone except listed competitors. The competitor list does not apply in a forced sale or while Applied Digital is a defaulting member. For in-house teams: the sponsor’s freedom to sell and the investor’s lock-up are the price of the preferred return, so test both against your exit plan.
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What the filed contracts say
Contract
What the filed wording says
APLD HPC TopCo 2 LLC agreement
The investor has consent rights over reserved matters while its governance conditions are met.
APLD HPC TopCo 2 LLC agreement
Action taken without the investor’s consent is void.
APLD HPC TopCo 2 LLC agreement
No member may transfer without the others’ consent, which may be refused for any reason.
APLD HPC TopCo 2 LLC agreement
The sponsor may transfer to anyone.
APLD HPC TopCo 2 LLC agreement
The investor is limited to affiliates and co-investment vehicles until 6 October 2030, then may sell to anyone except listed competitors.
APLD HPC TopCo 2 LLC agreement
The competitor list falls away in a forced sale or while the sponsor is a defaulting member.
The filed wording
6.03 Actions Requiring Consent of the Macquarie Investor. Notwithstanding anything contained in this Agreement to the contrary, so long as the Investor Governance Conditions are satisfied, the Macquarie Investor shall have the consent rights set forth on Schedule I hereto (the “Reserved Matters”). No Reserved Matter shall be approved by the Members without the prior or simultaneous written approval by the Macquarie Investor. Any action undertaken by the Company or any of its Subsidiaries without compliance with the provisions set forth in this Section 6.03 or the Reserved Matters on Schedule I shall be null and void ab initio and of no force or effect, and the Company, its Subsidiaries and the Members shall not recognize or be bound by any such purported action.
APLD HPC TopCo 2 amended and restated LLC agreement (Macquarie preferred units, Applied Digital common units), section 6.03 · Applied Digital 8-K, Exhibit 10.2
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.
