A 200 MW nameplate, 132 MW energized bitcoin mining campus on about 50 leasehold acres at 12022 Ranch Road 33, Garden City, Glasscock County, Texas, sold by Applied Digital to MARA for $87,328,675 under a purchase agreement dated 14 March 2024 and carried on the Glasscock CAD 2024 roll at $39,280,000, modeled as acquired by a hypothetical sponsor at $110.0 million and converted to a 100 MW liquid-cooled AI and HPC data center leased to a non-investment-grade GPU cloud tenant at $140 per kW per month on a 10-year modified gross lease with half the rent backstopped by an investment-grade technology counterparty. Landlord project cost is $998,150,000, $9.98 million per MW of critical IT, with hard conversion cost of $8.37 million per MW inside the disclosed $8 million to $10 million conversion range. As proposed, an $840 million loan at 80 percent loan-to-cost amortizing over 15 years against a 10-year lease covers 1.32x to 1.73x if the tenant performs and 0.65x to 0.85x on backstop cash flow alone, leaving $400.3 million outstanding at lease expiry against collateral that is close to zero on a land-value-only basis. As restructured, a $400 million loan sized to the backstopped half of the lease covers 1.15x to 1.50x on backstop cash flow and 2.34x to 3.06x on the full lease and fully amortizes inside the lease. Determination: not feasible as proposed; feasible and recommended as restructured, conditioned on a written ERCOT and transmission service provider determination that 132 MW of firm service at the existing interconnection is not a new large load, and on a firm grid-backed retail supply agreement.
Model study prepared by MMCG Invest | Michal Mohelsky, J.D., FMVA | 4 October 2026
Study at a Glance
| Item | Finding |
|---|---|
| Subject | 12022 Ranch Road 33, Garden City, TX 79739; about 50 acres under a ground lease dated 13 April 2022 from EDB, Ltd.; about 30 miles south of Big Spring |
| Record | Glasscock CAD Property ID PCL0000222412, category F2, 2024 appraised value $39,280,000 (land owned by EDB and not separately shown); Applied Digital 8-K, 15 March 2024, purchase price $87,328,675 with a $25,000,000 holdback pending ERCOT conditional approval of 200 MW; MARA 10-K FY2024, total consideration $96.8 million, acquired 1 April 2024 |
| Capacity | 200 MW nameplate; 132 MW energized at sale; air-cooled mining barns of about 125,000 square feet (secondary) |
| Modeled acquisition | $110.0 million for the leasehold, improvements and interconnection position (MMCG assumption; the site is not offered for sale) |
| Program | 100 MW critical IT, direct-to-chip liquid cooling at about 130 kW per rack, N+1 concurrently maintainable, design PUE 1.28 annual and 1.32 peak; peak demand held at 132 MW |
| Lease | $140 per kW per month, 3 percent escalator, 10-year base term plus two 5-year options, modified gross with 100 percent power pass-through; minimum contract value $1.968 billion; 50 percent backstopped (about $984 million) |
| Total Subject Project Cost (landlord) | $998,150,000 ($9,981,500 per MW); tenant scope of $90,000,000 excluding compute carried outside the loan basis |
| Debt as proposed | $840.0 million, 80.0 percent loan-to-cost, 8.625 percent blended, 15-year amortization |
| Debt as restructured | $400.0 million, 40.1 percent loan-to-cost, 7.25 percent fixed, 10-year full amortization coterminous with the lease; annual debt service $57.6 million; sponsor equity $627.0 million |
| Stabilized NOI (2029) | $138.6 million, 82.5 percent of base rent, 61.2 percent of gross revenue |
| DSCR, restructured | 1.15x rising to 1.50x on backstop cash flow alone; 2.34x rising to 3.06x on the full lease |
| DSCR, as proposed | 1.32x to 1.73x on the full lease; 0.65x to 0.85x on backstop cash flow; 0.72x after re-contracting at 70 percent of initial rent in 2039 |
| Determination | Not feasible as proposed; feasible and recommended as restructured, with conditions |
Determination
MMCG concludes that the conversion is feasible only as restructured. As proposed, senior debt of $840.0 million sized to the full lease at 80 percent loan-to-cost and amortizing over 15 years against a 10-year lease does not meet a 1.15x minimum debt service coverage on investment-grade-supported cash flow in any year, running 0.65x to 0.85x. It breaches the covenant with 12 or 24 months of delay, with hard cost at $12 million per MW, or with rates 200 basis points higher, and it leaves $400.3 million to refinance at lease expiry against re-contracting coverage of 0.39x to 0.72x and collateral at maturity that is effectively nil on the Moody's land-value-only convention, because the land is a ground leasehold with fee title in EDB, Ltd. More than a third of the proposed debt service depends on a non-investment-grade tenant's unbacked rent, and the debt runs five years past the lease into a re-contracting market the lender cannot underwrite.
As restructured, debt is sized only to the backstopped portion of lease payments, net of the cost of carrying a dark building: $400.0 million at 40.1 percent loan-to-cost, 7.25 percent fixed, fully amortizing over the 10-year base term, with $627.0 million of equity carrying the unbacked half of the rent, delay and capital overrun risk, and the renewal option. On that basis coverage is 1.15x rising to 1.50x on backstop cash flow alone and 2.34x rising to 3.06x on the full lease. The opening 2.34x exceeds the 1.96x average for data center ABS (CRA International, April 2026). The loan stays above covenant through tenant default in years 3, 5 and 8 and has no exposure past the lease. The lender lends only against what an investment-grade counterparty has agreed to pay.
The conversion is clearly the higher use: continued mining earns about $35 million a year before the April 2028 halving and close to nothing after it, against $138.6 million of contracted NOI converted. The financing question is only who carries the non-investment-grade tenant risk, and the answer is the equity. The determination is conditioned on a firm, grid-backed retail supply agreement replacing the wind-coupled, curtailable arrangement the mining load runs on; a written ERCOT and transmission service provider determination that 132 MW of firm service at the existing point of interconnection is not a new large-load interconnection under 16 TAC 25.194; assignment of the interconnection rights, the retail agreement and the ground lease with counterparty consent and a ground lease term running past debt maturity; TCEQ authorization for the generator yard once the 21 September 2026 permit pause lifts; and the backstop's carve-outs, exclusions and termination schedule read in the guaranty and offering document.
Scope and Basis of This Model Study
This is an MMCG model study prepared on a real site with a public record, using public data only, to show project lenders, high-yield investors and sponsors how MMCG underwrites the conversion of an energized mining site when the tenant is not investment grade and the contract is shorter than the proposed debt. The buyer, sponsor, borrower and tenant are hypothetical and unnamed. The tenant is a non-investment-grade GPU cloud operator whose rent is partly backstopped by an unnamed investment-grade technology counterparty. Real companies appear only as cited comparables in their own filings and announcements, or as parties of record to the site's disclosed disposition; no transaction with any of them is assumed, and the analysis is not an appraisal of, an offer for, or a statement of any company's intentions regarding the property. The site is not listed for sale, its record of price is the April 2024 disposition, and the hypothetical acquisition is modeled at an MMCG-assumed 2026 price; whether the site falls within the current owner's February 2026 Strategic Agreement with Starwood is not public. Primary-verified figures were read in the issuer's SEC filing, the county appraisal roll or the PUCT record; secondary figures come from law-firm alerts, trade press and aggregators and are marked. Announced contracted revenue may include option periods and is not realized revenue; base-term values are used wherever the filing separates them. Every figure carries a documentary source or is labeled MMCG assumption, and unverified items are listed in Conditions and Limitations.
Project Business Plan
The sponsor acquires the leasehold, improvements and interconnection position, winds down residual mining hosting by 30 June 2027, demolishes the air-cooled barns to slab and site utilities, and builds about 200,000 square feet of pre-engineered liquid-cooled data halls with an administration and NOC building on a new structural slab. The landlord funds the shell, the substation expansion to N+1, dual-path medium-voltage distribution, block-redundant UPS, N+1 diesel generation, the cooling plant to the coolant distribution units and the redundancy build; the tenant funds rack manifolds, IT network, racks and all compute. Phase I of 50 MW commences rent in Q3 2028 on the existing transformer with generator backup, and Phase II brings the facility to 100 MW in Q1 2029 after the second main power transformer is energized. The tenant takes the facility on a 10-year modified gross lease with 100 percent power pass-through and two 5-year options; the landlord bears property tax, insurance, facility maintenance and lifecycle. An investment-grade technology counterparty guarantees 50 percent of base-term rent, and the lender takes an assignment of the backstop and lends only against it.
Marketing and Sales Strategy
Penetration is binary: one backstopped single-tenant lease, or no conversion. The constraint in West Texas is deliverable firm capacity, not demand, so an energized position that avoids the post-audit queue is the scarce asset and the premise of the modeled price. The lease and the backstop go into escrow before closing; the sponsor does not acquire without them.
Amenities
- 100 MW critical IT across two phases; about 770 racks at 130 kW
- Direct-to-chip liquid cooling with about 80 percent of heat to liquid and closed-loop dry coolers with adiabatic assist
- N+1 concurrently maintainable electrical and mechanical plant; 99.99 percent availability design
- Two diverse fiber carriers through new laterals
- 36 landlord FTE on site, 24-hour NOC
Site and Location Analysis
The subject is a mining campus of about 50 acres at 12022 Ranch Road 33, Garden City, Glasscock County, held under a ground lease dated 13 April 2022 from EDB, Ltd., about 30 miles south of Big Spring. Glasscock County is a Permian Basin county of 1,116 residents at the 2020 Census and an estimated 1,128 in 2025. The site adjoins the 207.2 MW Rattlesnake wind farm, owned 90 percent by TerraForm Power and 10 percent by Invenergy, with which Applied Digital signed a long-term retail electric agreement, and DCD reported the two directly interconnected. The Glasscock CAD 2024 certified industrial roll of 26 July 2024 carries the site as Property ID PCL0000222412, account 09G-0025476-990-0005-000, category F2, described as the Applied Digital data facility, owner APLD Rattlesnake Den I LLC, at $39,280,000, with the land owned by EDB and not separately shown.
The recorded price is $87,328,675 base, with $25,000,000 held back pending ERCOT conditional approval of 200 MW and $9,971,235 paid for surrendered deposits (Applied Digital 8-K, 15 March 2024); Applied Digital later reported receiving the final $25 million, from which MMCG infers the conditional approval was largely obtained. MARA's 10-K FY2024 states total cash consideration of $96.8 million, acquired 1 April 2024. That is $436,643 per nameplate MW and $661,581 per energized MW. The modeled 2026 acquisition price of $110.0 million, $833,333 per energized MW, prices in post-audit scarcity (MMCG assumption).
Existing Plant and Gap Analysis
The tenant specification is an MMCG assumption: 100 MW of critical IT, direct-to-chip liquid cooling at an average 130 kW per rack with about 80 percent of heat to liquid, concurrently maintainable N+1 electrical and mechanical systems, 99.99 percent availability, two diverse fiber carriers, and design PUE of 1.28 annualized and 1.32 at peak.
| Element | As built | Tenant requirement | Gap and action |
|---|---|---|---|
| Interconnection and substation | 200 MW nameplate; 132 MW energized at sale (8-K) | Firm 132 MW at peak | Reuse; confirm firm, non-curtailable service in writing |
| Main power transformers | Capacity and age not public; energized October 2023 | N+1 transformation | Add one MPT and bay, 70 to 100 week lead time; $28.0 million |
| MV distribution | Radial feeders to barns (unverified) | Dual-path MV ring | $30.0 million |
| Switchgear | Mining-grade | Paralleling and ATS | $18.0 million |
| UPS | None known (unverified) | Block-redundant UPS | $70.0 million |
| Generators | None known (unverified) | N+1 diesel for IT and mechanical | $105.0 million; TCEQ authorization required |
| Grounding and EPMS | Mining-grade | Data-center grade | $6.0 million |
MARA lists Garden City cooling as air, so nothing in the mechanical plant is reusable for liquid cooling. The new plant comprises facility CDUs, primary facility-water and secondary technology-cooling loops, closed-loop dry coolers with adiabatic assist sized for West Texas summer design, residual air handling for about 20 percent of heat, containment and controls. Demolition removes all mining racks, exhaust-fan walls and ancillaries and takes the air-cooled barns down to slab and site utilities. Liquid-cooled GPU racks weigh about 1,500 to 3,000 kg each and require 250 psf or more plus overhead busway and piping (MMCG assumption); slab capacity, clear height and building count are not public, mining barns are typically light slab-on-grade, and the study treats the buildings as replaced. The as-built tier is N, single path with no UPS and no generation (unverified), against an N+1 concurrently maintainable requirement, and the cost of closing that gap in main power transformer, UPS, generators and ATS is $221.0 million, $2.21 million per MW.
Zoning and Entitlement
Texas counties generally lack zoning authority, so state permits and the interconnection control. No Glasscock County abatement or reinvestment-zone record for the site was found. The generator yard needs TCEQ air authorization, and on 21 September 2026 the Governor directed TCEQ to pause all permits related to data center projects until ERCOT completes its review; TCEQ confirmed it has paused air and water authorizations for infrastructure directly supporting data centers, with a compliance report due 19 October 2026. MARA's 10-K FY2025 lists noise as a regulatory risk; no county noise ordinance was found. The Glasscock Groundwater Conservation District regulates wells at 660-foot property-line spacing and 2 gallons per minute per acre from the Edwards-Trinity (Plateau) aquifer.
Utilities, Fees and Property Tax
Transmission service provider and survival of the interconnection. The adjacent wind plant's 345 kV interconnection lists Wind Energy Transmission Texas as transmission owner (EIA-based data, secondary); the data center's own point of interconnection and TSP are unverified. The interconnection rights and the TerraForm retail agreement pass only by assignment with counterparty consent.
Property tax. Glasscock CAD contracts industrial appraisal to T.Y. Pickett and Co., which applies a cost-based market-value method. No limitation agreement exists to transfer: Chapter 313 closed to new agreements at the end of 2022 and no Chapter 312 abatement was found. The model applies a 1.00 percent combined rate to an $850 million taxable value for $8.5 million a year (MMCG assumptions; rates to be confirmed).
Sales and use tax. The base tier under Tax Code 151.359 requires $200 million of investment and 20 jobs at 120 percent or more of the county wage; the subject's $836.8 million hard cost passes the investment test, and the 36 landlord positions pass the job test only if Glasscock's oil-inflated average wage does not price them out (unverified). The large-project tier under 151.3595 ($500 million, 40 jobs, 20 MW transmission reservation) fails on jobs unless tenant jobs aggregate. The landlord exemption is worth about $28 million on roughly $450 million of qualifying equipment (MMCG arithmetic), and costs below are stated net of state sales tax. The Governor's 21 September 2026 release says the next session will work to eliminate data center incentives, so the exemption is a timing risk.
Water. The modeled design uses 0.15 liters per kWh of IT energy, about 27.8 million gallons a year at $8 per thousand gallons, inside the district's 2 gallons per minute per acre limit of about 52.6 million gallons a year on 50 acres; water rights under the ground lease are unverified and new water authorizations fall within the TCEQ pause.
Power and Curtailment
| Item | Existing load | Converted load |
|---|---|---|
| Character | Controllable mining load, wind-coupled, curtailed for weather and maintenance | Firm 132 MW peak, generator-backed |
| 16 TAC 25.194 status | Energized before 8 October 2026 | Not new on the rule text at or below 132 MW; residual co-location and material-change risk |
| Security if treated as new | None | $100,000 study fee plus $6.6 million (132 MW at $50,000 per MW), modeled as a use |
25.194 treatment. The PUCT adopted 16 TAC 25.194 on 18 September 2026, effective 8 October 2026. Per a secondary summary of the adoption order, it applies to a large load not energized by the effective date seeking a new interconnection of 75 MW or more, an expansion reaching 75 MW for the first time, an expansion of 75 MW or more at a site already above 75 MW, and co-location with a generation resource; it requires a $100,000 study fee, $50,000 per MW of security on requested peak demand, the greater of $50,000 per MW or allocated upgrade costs at the agreement stage, and a 24-month milestone trigger, with the proposed interconnection fee removed. The subject was energized before the effective date and the model holds peak at 132 MW; even the full 200 MW would add only 68 MW, below the expansion trigger. On the rule text the conversion is not a new large load. Two exposures remain: the co-location prong may reach the direct wind interconnection if supply changes, and ERCOT may treat a shift from curtailable mining to firm load as a material change. Hence the written determination as a condition.
Curtailment and tenant acceptance. MARA reported weather-related curtailment and transmission line maintenance downtime at Garden City (10-Q, Q1 2024) and states it does not receive significant compensation for curtailment (10-Q, Q2 2025). An AI tenant will not accept a wind-coupled or interruptible supply. Contractual demand-response revenue given up is therefore $0; the economic value of flexibility a mining load captures, avoided price spikes and coincident-peak transmission charges, is modeled at $4.0 million a year (MMCG assumption) and falls on the tenant through the power reimbursement. If curtailment obligations are enforced against the uptime requirement, the landlord's exposure is generator runtime and fuel, modeled at $3.5 million a year.
Delivered power cost. At 100 MW IT, 80 percent average utilization and an annual PUE of 1.28 (MMCG assumptions; Uptime 2025 puts facilities over 20 MW at about 1.44 and Hut 8's River Bend design at 1.35), annual energy is 897,024 MWh. At $0.065 per kWh at transmission voltage (MMCG assumption; EIA Texas commercial 8.35 cents April 2026, EIA industrial 8.89 cents 2026 year to date), annual cost is $58.3 million in 2029, $48.6 per kW of critical IT per month, passed through 100 percent on the TeraWulf pattern. The tenant's all-in occupancy cost is $188.6 per kW per month, rent of $140.0 plus power of $48.6.
Timing gates. 3 August 2026, the Governor orders the PUCT and ERCOT audit with the queue at about 474 GW, and ERCOT pauses energization of new large-load data centers (secondary). 8 October 2026, 25.194 effective. 19 October 2026, the TCEQ compliance report. About 10 December 2026, the ERCOT audit and community-impact reports to the PUCT, gating classification, energization and the TCEQ pause. Q1 2027, modeled closing and generator permit filing. No behind-the-meter generation is present or contemplated beyond emergency diesel; the adjacent wind farm belongs to a third party, and any behind-the-meter claim is unverified until executed EPC, fuel supply and O&M contracts exist.
Trade Area Demographics
A single-tenant AI facility serves national demand and its trade area is the ERCOT grid and the tenant's contract book, not the county. Glasscock County's 1,128 residents matter to the study in one respect: the 36 landlord positions are a material share of the local labor force, and the county's oil-inflated average wage bears on the 151.359 job test.
Demand and Penetration
The constraint is deliverable firm capacity, not demand. The energized position is the asset. Penetration is one backstopped lease or nothing, and the demand evidence is the comparable set under Competitive Supply, where every converted site in the census carries a disclosed tenant and contract.
Tenant Credit and Backstop Mechanics
Tenant class. Non-investment-grade GPU cloud operators leasing converted mining sites, whose customer contracts are shorter than their leases. CoreWeave's DDTL 5.5 is rated Ba2 by Moody's and BB+ by Fitch and matures 1 September 2031 against customer contracts averaging about three years. Disclosed books: CoreWeave holds $10.2 billion with Core Scientific, about $11 billion with Applied Digital and 526 MW at Galaxy Helios expected to produce more than $1 billion of average annual revenue (Galaxy, July 2026). Fluidstack, private and unrated, holds $6.7 billion at TeraWulf, $3.0 billion at Cipher Barber Lake, $7.0 billion at Hut 8 River Bend and Meridian Arc's 430 MW, each disclosed case backstopped by Google.
| Dimension | TeraWulf Lake Mariner | Cipher Barber Lake | Hut 8 River Bend | Galaxy Helios Phase II |
|---|---|---|---|---|
| Tenant / guarantor | Fluidstack / Google | Fluidstack / Google | Fluidstack / Google (S&P AA+, Moody's Aa2) | CoreWeave / none |
| What is guaranteed | Fluidstack lease obligations | Fluidstack lease obligations | Lease payments and pass-through obligations for the 15-year base term | n/a |
| Amount | About $3.2 billion: initial $1.8 billion (8-K, 14 August 2025) plus $1.4 billion increment (8-K Exhibit 99.1, 18 August 2025), about 48 percent of $6.7 billion | $1.73 billion at full 300 MW | Full base-term payments | n/a |
| Step-down | Termination fee reported from $1.3 billion to $742 million by 2031 (secondary) | Not disclosed in sources reviewed | Not disclosed | n/a |
| Carve-outs | Scenario exclusions reported (secondary); diligence item | Not reviewed | Not reviewed | n/a |
| Consideration | Warrants for 32.5 million shares on the increment after roughly 41 million on the initial backstop; Google's total pro forma equity about 14 percent | Not re-verified | No equity or warrants issued (8-K Exhibit 99.2, 17 December 2025) | n/a |
| What the lender lends against | Backstopped lease plus site | 7.125 percent senior secured notes due 2030 | Up to 85 percent loan-to-cost non-recourse financing expected to be funded by J.P. Morgan as lead left and Goldman Sachs at SOFR plus 225 basis points (8-K Exhibits 99.1 and 99.2, 17 December 2025) | 9.875 percent notes due 1 August 2031, 4 percent annual amortization, mandatory offer of 100 percent of any lease termination fee, uncapped completion guarantee (Galaxy 8-K and 10-Q, 2026) |
Modeled backstop. An unnamed investment-grade technology counterparty guarantees 50 percent of base-term rent, about $984 million nominal on $1.968 billion (MMCG assumption on the TeraWulf ratio). The guarantee steps down as rent is paid; in a termination it converts to a fee amortizing on the TeraWulf pattern to 57.1 percent of its initial amount by year 5. Consideration is warrants or equity at sponsor level, outside the project. The lender takes an assignment of the backstop and lends only against it. The lease runs 10 years from Phase II rent commencement with two 5-year options; proposed debt amortizes over 15 years, so years 11 to 15 depend on unbacked re-contracting, while restructured debt ends with the base term.
Pricing with the contract-credit grid. CoreWeave's delayed-draw term loans price by customer contract credit at SOFR plus 6.00 percent for specified investment-grade contracts, plus 6.50 percent for other investment-grade and plus 13.00 percent for non-investment-grade (Form 10-Q, Q3 2025). At an assumed 3.60 percent SOFR, backstopped rent prices at 10.10 percent and unbacked rent at 16.60 percent: 650 basis points is the price of tenant credit class in GPU-collateral lending. Landlord project debt prices tighter, with backstopped marks at 6.25 percent (Meridian Arc, H1 2026, CBRE) and 7.125 percent (Cipher, due 2030) against the unbacked 9.875 percent Galaxy Helios II mark (23 July 2026), a step of about 275 to 360 basis points. The model uses 7.25 percent backed and 10.00 percent unbacked, a proposed 50/50 blend of 8.625 percent (MMCG assumptions).
Diligence, not fact. The backstop's carve-outs, exclusions, termination triggers and the reported termination-fee schedule are not treated as facts; they must be read in the offering memorandum and the guaranty. Sizing assumes the guarantor pays rent but not landlord operating costs.
Competitive Supply
Competitor Number 1 TeraWulf, Lake Mariner, New York Fluidstack, over 360 MW, $6.7 billion contracted, 10 years plus two 5-year options, modified gross, $8 million to $10 million per MW (8-Ks, 14 and 18 August 2025).
Competitor Number 2 TeraWulf, Abernathy JV, Texas 25-year term, shortenable to 20 or 15 years (8-K, October 2025).
Competitor Number 3 Cipher, Barber Lake, Texas Fluidstack 168 MW, about $3.0 billion minimum value, 10 years; Google backstop $1.73 billion at 300 MW; Phase I target 30 September 2026; maximum $9.5 million per IT MW (8-Ks 2025 and 2026).
Competitor Number 4 Cipher, Black Pearl, Winkler County, Texas AWS about $5.5 billion, 15 years, 300 MW (8-K, 3 November 2025).
Competitor Number 5 Core Scientific, six sites including Denton, Texas CoreWeave about 590 MW, $10.2 billion, 12 years, client pays capex; Denton core and shell $1.5 million per MW.
Competitor Number 6 Hut 8, River Bend, Louisiana Fluidstack 245 MW, $7.0 billion base term, up to $17.7 billion with renewals, NNN, 3 percent escalator, Google backstop, 330 MW utility capacity at 1.35 PUE (8-K, 17 December 2025).
Competitor Number 7 Hut 8, Beacon Point 704 MW with a high-investment-grade tenant; $7.5 billion of fully amortizing investment-grade project financing (8-K, 2026).
Competitor Number 8 Applied Digital, Ellendale, North Dakota CoreWeave about 400 MW, about $11 billion, about 15 years plus three 5-year options (8-Ks, 2 June and 28 August 2025).
Competitor Number 9 Galaxy, Helios, Dickens County, Texas CoreWeave 526 MW over Phases I to III, 15-year leases; Phase I 133 MW with rent from Q2 2026; Phase II 260 MW funded by $3.507 billion of 9.875 percent notes due 2031, minimum rent targeted Q2 2027 (Galaxy 8-K and 10-Q 2026).
Competitor Number 10 Meridian Arc 430 MW to Fluidstack, $5.7 billion at 6.25 percent (CBRE H1 2026, secondary).
Competitor Number 11 MARA and Starwood Digital Ventures Pre-development; about 1 GW near-term IT targeted (MARA 8-K Exhibit 99.1, 26 February 2026).
West Texas competition for the subject's tenant class is Helios Phase II (260 MW, Q2 2027), Black Pearl (300 MW) and Barber Lake Phase I (target 30 September 2026). The audit and the TCEQ pause hold new projects back equally, which favors already-energized positions. Recorded land-and-power prices for energized mining sites are Garden City at $436,643 per nameplate MW (2024), the Hansford County wind site at about $205,000 per interconnection MW ($49.2 million on 240 MW), Helios at $65 million (Argo Blockchain release, 29 December 2022; about $77 million including transaction costs per Galaxy's Form S-4/A) and Rhodium Temple at about $180,444 per MW ($40.6 million on 225 MW; secondary and conflicting). A converted, leased site is valued on its rent, not on these prices, and the spread is the conversion's value creation.
Pricing and Lease Structure
| Comparable | Arithmetic | Per MW per year | Per kW per month |
|---|---|---|---|
| TeraWulf, Fluidstack | $6.7 billion ÷ 360 MW ÷ 10 years | $1.861 million | $155.1 |
| Cipher Barber Lake | $3.0 billion ÷ 168 MW ÷ 10 years | $1.786 million | $148.8 |
| Hut 8 River Bend | $7.0 billion ÷ 245 MW ÷ 15 years | $1.905 million | $158.7 |
| Applied Digital, CoreWeave | $11 billion ÷ 400 MW ÷ 15 years | $1.833 million | $152.8 |
| Core Scientific, CoreWeave (tenant funds capex) | $10.2 billion ÷ 590 MW ÷ 12 years | $1.441 million | $120.1 |
| Cipher, AWS on 300 MW gross | $5.5 billion ÷ 300 MW ÷ 15 years | $1.222 million | $101.9 |
| Galaxy Helios II, 2028 illustrative rent (secondary) | $472 million ÷ 260 MW | $1.815 million | $151.3 |
Base-term averages include escalation, so first-year rent sits below them; the Core Scientific and AWS figures reflect tenant-funded capex or gross MW. Concluded rent is $140 per kW per month in year one, $1.68 million per MW per year, below the $149 to $159 landlord-funded averages because those include escalation and the subject is a single-tenant West Texas risk. The lease is modified gross with 100 percent power pass-through, the landlord bearing property tax, insurance, facility maintenance and lifecycle; it escalates 3 percent annually over a 10-year base term with two 5-year options, for a minimum contract value of $1.968 billion (MMCG arithmetic). The landlord funds the shell, power, cooling plant to the CDU and the redundancy; the tenant funds rack manifolds, IT network, racks and all compute. That split is the economics: a Core Scientific-style split would cut landlord cost toward $1.5 million per MW and rent toward $120 per kW per month.
Conversion Scope and Schedule
| Quarter | Milestone |
|---|---|
| Q4 2026 | Diligence; lease and backstop into escrow; ERCOT audit report about 10 December 2026 |
| Q1 2027 | Closing; ERCOT and TSP written determination; long-lead orders (MPT 70 to 100 weeks, generators, MV gear); TCEQ filing once the pause lifts |
| Q2 2027 | Residual hosting ends 30 June 2027; Phase I demolition |
| Q3 2027 to Q2 2028 | Phase I build; Level 1 to 5 commissioning Q2 2028 |
| Q3 2028 | Phase I rent commencement, 50 MW, on the existing transformer with generator backup |
| Q4 2028 | Second MPT energized; Phase II commissioning |
| Q1 2029 | Phase II rent commencement; 100 MW contracted |
Residual revenue is modeled as hosting 100 MW on average through 30 June 2027 at a $15 per MWh net margin and 85 percent uptime, $5.6 million, wound down as barns are demolished (MMCG assumption).
Project Cost Estimate
Location: 12022 Ranch Road 33, Garden City, Glasscock County, Texas 79739 Site: about 50 leasehold acres | Data halls: about 200,000 square feet, new | Critical IT load: 100 MW
Landlord scope, the loan basis.
| Item | Cost | Cost in % | Cost per MW of critical IT |
|---|---|---|---|
| Site Acquisition | |||
| Leasehold land interest (allocated) | $3,000,000 | 0.30% | $30,000 |
| Interconnection position and ERCOT approvals (allocated, residual method) | $67,700,000 | 6.78% | $677,000 |
| Mining improvements to be removed (allocated) | $7,300,000 | 0.73% | $73,000 |
| Closing, title, ALTA, survey | $800,000 | 0.08% | $8,000 |
| Phase I and II ESA | $250,000 | 0.03% | $2,500 |
| Assignment and novation of interconnection, retail supply and ground lease | $1,500,000 | 0.15% | $15,000 |
| Total Site Acquisition | $80,550,000 | 8.07% | $805,500 |
| Demolition and Removal | |||
| Mining containers, racks, fan walls and ancillaries | $3,000,000 | 0.30% | $30,000 |
| Air-cooled barn demolition (about 125,000 square feet) | $1,500,000 | 0.15% | $15,000 |
| Disposal | $700,000 | 0.07% | $7,000 |
| Salvage credit | ($1,200,000) | (0.12%) | ($12,000) |
| Total Demolition and Removal | $4,000,000 | 0.40% | $40,000 |
| Reused Plant at Carrying Value | |||
| Substation, switchyard, transformers and MV distribution (allocated at the GCAD 2024 F2 value of $39.28 million less removed improvements; remaining useful life about 35 years from 2023) | $32,000,000 | 3.21% | $320,000 |
| Total Reused Plant | $32,000,000 | 3.21% | $320,000 |
| Electrical Upgrade | |||
| Substation N+1 expansion (second MPT and bay) | $28,000,000 | 2.81% | $280,000 |
| MV switchgear additions and distribution ring | $30,000,000 | 3.01% | $300,000 |
| UPS and batteries | $70,000,000 | 7.01% | $700,000 |
| PDU and busway | $35,000,000 | 3.51% | $350,000 |
| Generators and fuel yard (N+1) | $105,000,000 | 10.52% | $1,050,000 |
| ATS and paralleling gear | $18,000,000 | 1.80% | $180,000 |
| Grounding, lightning protection and EPMS | $6,000,000 | 0.60% | $60,000 |
| Total Electrical Upgrade | $292,000,000 | 29.26% | $2,920,000 |
| Mechanical and Liquid Cooling | |||
| CDUs | $40,000,000 | 4.01% | $400,000 |
| Primary and secondary loops, piping and pumps | $55,000,000 | 5.51% | $550,000 |
| Heat rejection (closed-loop dry coolers, adiabatic assist) | $85,000,000 | 8.52% | $850,000 |
| Air-cooled residual | $30,000,000 | 3.01% | $300,000 |
| Containment | $6,000,000 | 0.60% | $60,000 |
| Controls and BMS | $8,000,000 | 0.80% | $80,000 |
| Liquid cooling premium at 8.5% of the electrical and mechanical base (Turner & Townsend 7 to 10 percent, November 2025) | $43,900,000 | 4.40% | $439,000 |
| Total Mechanical and Liquid Cooling | $267,900,000 | 26.84% | $2,679,000 |
| Building | |||
| New data halls, structure and envelope (about 200,000 square feet) | $85,000,000 | 8.52% | $850,000 |
| Structural slab for 250 psf or more | $9,000,000 | 0.90% | $90,000 |
| Loading | $3,000,000 | 0.30% | $30,000 |
| Administration and NOC | $7,000,000 | 0.70% | $70,000 |
| Total Building | $104,000,000 | 10.42% | $1,040,000 |
| Other Hard | |||
| Fire detection and suppression | $14,000,000 | 1.40% | $140,000 |
| Security and access control | $6,000,000 | 0.60% | $60,000 |
| Fiber laterals, two carriers (about 65 route-miles at $90,000 plus meet-me rooms) | $6,900,000 | 0.69% | $69,000 |
| Commissioning Levels 1 to 5 | $8,000,000 | 0.80% | $80,000 |
| General conditions at 6% | $42,200,000 | 4.23% | $422,000 |
| Builder's fee at 4% | $29,800,000 | 2.99% | $298,000 |
| Hard cost contingency at 8% | $62,000,000 | 6.21% | $620,000 |
| Total Other Hard | $168,900,000 | 16.92% | $1,689,000 |
| Financial | |||
| Project debt origination and fees (1.5% of $400 million) | $6,000,000 | 0.60% | $60,000 |
| Interest during construction | $15,000,000 | 1.50% | $150,000 |
| Lender legal and packaging | $3,500,000 | 0.35% | $35,000 |
| Appraisal | $150,000 | 0.02% | $1,500 |
| Feasibility study | $250,000 | 0.03% | $2,500 |
| Independent engineer and technical advisor | $1,500,000 | 0.15% | $15,000 |
| Builder's risk | $2,500,000 | 0.25% | $25,000 |
| Property tax during construction | $2,000,000 | 0.20% | $20,000 |
| ERCOT study fee ($100,000) and security (132 MW at $50,000 per MW) | $6,700,000 | 0.67% | $67,000 |
| Carry reserve through rent commencement | $11,200,000 | 1.12% | $112,000 |
| Total Financial | $48,800,000 | 4.89% | $488,000 |
| Total Subject Project Cost (landlord) | $998,150,000 | 100.00% | $9,981,500 |
Tenant scope, excluded from the loan basis: rack-level manifolds and TCS hoses $20,000,000; IT network fabric and cabling $55,000,000; racks and rack PDUs $15,000,000; subtotal excluding compute $90,000,000, $900,000 per MW.
Source: Marshall & Swift CoreLogic, MMCG
The carry reserve covers fixed carry of $6.3 million a year over 18 months to Phase II rent commencement, $9.5 million, less $5.6 million of residual hosting margin, net $3.9 million, plus a three-month interest cushion on $400 million at 7.25 percent of $7.25 million. All costs are MMCG assumptions unless cited.
The subject's hard conversion cost of demolition, electrical, mechanical, building and other hard is $836.8 million, $8.37 million per MW, the scope of TeraWulf's disclosed Lake Mariner landlord project cost of $8 million to $10 million per MW of critical IT and below Cipher's $9.5 million maximum development cost per IT MW; both issuer figures cover landlord conversion on sites already controlled, excluding land and interconnection. Adding acquisition, reused plant and financial cost brings the subject to $9.98 million per MW, 43 percent below the $17.6 million all-in greenfield figure excluding chips (Cushman & Wakefield, 3 September 2026), the difference being the energized land and interconnection that greenfield must build. The subject is also below JLL's $11.3 million per MW shell and core, before JLL's up to $25 million per MW AI tenant fit-out, which the subject's tenant funds outside the loan. The acquisition and reused-plant value of $1.13 million per MW sits at the top of CoinShares' $0.7 million to $1 million per MW mining-infrastructure range, and the total sits inside CoinShares' $8 million to $15 million AI-grade range. Core Scientific's $1.5 million per MW Denton powered core and shell, with the tenant funding the rest, is not comparable scope.
Loan Assumptions
| Item | As proposed | As restructured (recommended) |
|---|---|---|
| Sizing basis | Full lease cash flow available for debt service at 1.32x in year one | Backstopped rent less dark-carry cost at 1.15x |
| Total project cost | $1,050.0 million (higher interest during construction and fees on the larger loan) | $998.2 million |
| Debt service reserve (6 months) | $50.9 million | $28.8 million |
| Total uses | $1,100.9 million | $1,027.0 million |
| Senior secured term loan | $840.0 million (80.0% of cost) | $400.0 million (40.1% of cost) |
| Sponsor equity | $260.9 million | $627.0 million |
| Interest Rate | 8.625% blend (backed 7.25%, unbacked 10.00%); grid equivalent SOFR plus 6.50 and plus 13.00 | 7.25% fixed, against Cipher 7.125% due 2030 and Meridian Arc 6.25% (H1 2026); grid equivalent SOFR plus 6.50 |
| Tenor against the lease | 15 years against a 10-year lease | 10 years, coterminous |
| Amortization and annual debt service | Level, 15 years; $101.9 million | Level, 10 years; $57.6 million |
| Minimum DSCR covenant | 1.15x (CoreWeave DDTL 4.0, 8-K, 30 March 2026) | 1.15x on backstop cash flow available for debt service |
| Cash trap and amortization triggers | 1.35x and 1.20x | 1.35x and 1.20x on full cash flow |
| Reserves | 6-month DSRA; lifecycle reserve at $3.00 per kW per month | Same |
| Security | Leasehold mortgage; lease assignment; backstop assignment; collateral assignment of the interconnection position, retail supply agreement and ground lease with estoppel; equity pledge | Same, plus a mandatory offer of 100 percent of any termination fee to prepay (Galaxy indenture pattern) |
Capital Structure
In the restructured case the equity absorbs the unbacked half of the rent, delay and capital overrun risk through an uncapped completion guarantee on the Galaxy Helios II model, and the renewal option value. A high-yield alternative, a 5-year senior secured note with 4 percent annual amortization on the Galaxy Helios II template, would price at about 7.0 to 7.25 percent backstopped, against Cipher's 7.125 percent due 2030 and Meridian Arc's 6.25 percent, and at about 9.875 percent unbacked, the Galaxy Helios II mark of 23 July 2026; it leaves a mid-lease balloon in year 5, so the amortizing term loan is preferred.
Collateral at maturity. Moody's data center ABS methodology credits only land value at legal final maturity. The subject's land is a ground leasehold with fee title in EDB, Ltd., so land-only value attributable to the lender is effectively nil; MMCG estimates at most about $75,000 for 50 rural acres at about $1,500 per acre, and only if the leasehold survives (MMCG assumption). At lease expiry the proposed loan has $400.3 million outstanding and the restructured loan $0. A powered-land recovery outside the Moody's convention, at the 2024 price of $436,643 per MW on 132 energized MW, is about $57.6 million, 14 percent of the proposed balance.
Operating Expenses
Gross facility cost, 2029, 100 MW.
| Line | Annual | Per kW per month |
|---|---|---|
| Property tax (no limitation agreement) | $8,500,000 | $7.08 |
| Insurance: property $2.5 million, liability $0.4 million, cyber $0.3 million | $3,200,000 | $2.67 |
| Payroll and benefits, 36 FTE (site director 1, operations manager 1, chief engineer 1, critical facility technicians 16, electrical and controls 4, mechanical and liquid cooling 4, NOC 6, EHS 1, administration 2) | $4,900,000 | $4.08 |
| Purchased power at $0.065 per kWh, PUE 1.28, 897,024 MWh | $58,300,000 | $48.58 |
| Landlord house power | $300,000 | $0.25 |
| Water, 0.15 liters per kWh of IT energy, about 27.8 million gallons at $8 per thousand gallons | $220,000 | $0.18 |
| Maintenance: electrical $2.0 million, mechanical $1.8 million, generator $1.2 million, UPS battery $1.0 million, liquid cooling $1.2 million | $7,200,000 | $6.00 |
| Repairs | $1,000,000 | $0.83 |
| Grounds and security | $1,400,000 | $1.17 |
| Letter-of-credit and interconnection security fees | $200,000 | $0.17 |
| DCIM and software | $800,000 | $0.67 |
| Administrative and asset management (about 1 percent of rent) | $1,700,000 | $1.42 |
| Lifecycle reserve at $3.00 per kW per month (MMCG assumption) | $3,600,000 | $3.00 |
| Total gross facility cost | $91,320,000 | $76.10 |
Landlord net position after pass-through.
| Line | Annual |
|---|---|
| Base rent | $168,000,000 |
| Power reimbursement | $58,300,000 |
| Gross revenue | $226,300,000 |
| Less purchased power | ($58,300,000) |
| Less landlord unrecovered operating expenses | ($29,420,000) |
| Net operating income | $138,580,000 |
| NOI margin on base rent / on gross revenue | 82.5 percent / 61.2 percent |
| Less lifecycle reserve | ($3,600,000) |
| Cash flow available for debt service | $134,980,000 |
Issuers guide to 80 to 90 percent site NOI margins measured on rent net of pass-throughs; Galaxy's illustrative Helios model shows $424 million of NOI on $472 million of rent, 90 percent, under a near triple-net lease (secondary). The subject's 82.5 percent sits inside the range and below Galaxy because the modified gross landlord keeps property tax, insurance and facility maintenance, about $18.9 million; shifting those to the tenant would lift the subject to about 93 percent. On gross revenue including power, any of these margins falls to roughly 60 percent, which is why margin claims must state their base. Headcount of 36 at 100 MW sits inside the 20 to 30 per 100 MW colocation benchmark adjusted for liquid cooling and a single-tenant plant the landlord maintains.
Pro Forma and Debt Service Coverage
$ millions; re-contracting at 70 percent of initial rent from 2039.
| Year | MW | Residual mining | Base rent | Power reimbursement | Landlord opex | NOI | Margin | Reserve | CFADS | Restructured DS | Restructured DSCR, full lease | Restructured DSCR, backstop | Proposed DS | Proposed DSCR, full lease | Proposed DSCR, backstop |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2027 | 0 | 5.6 | 0.0 | 0.0 | capitalized | n/a | n/a | n/a | n/a | IDC | n/a | n/a | IDC | n/a | n/a |
| 2028 | 50 (H2) | 0.0 | 42.0 | 14.6 | 18.0 | 24.0 | 57.1% | 0.9 | 23.1 | IDC | n/a | n/a | IDC | n/a | n/a |
| 2029 | 100 | 0.0 | 168.0 | 58.3 | 29.4 | 138.6 | 82.5% | 3.6 | 135.0 | 57.6 | 2.34x | 1.15x | 101.9 | 1.32x | 0.65x |
| 2030 | 100 | 0.0 | 173.0 | 59.5 | 30.3 | 142.8 | 82.5% | 3.7 | 139.1 | 57.6 | 2.41x | 1.18x | 101.9 | 1.37x | 0.67x |
| 2031 | 100 | 0.0 | 178.2 | 60.7 | 31.2 | 147.0 | 82.5% | 3.8 | 143.2 | 57.6 | 2.49x | 1.22x | 101.9 | 1.41x | 0.69x |
| 2032 | 100 | 0.0 | 183.6 | 61.9 | 32.1 | 151.5 | 82.5% | 3.9 | 147.5 | 57.6 | 2.56x | 1.25x | 101.9 | 1.45x | 0.71x |
| 2033 | 100 | 0.0 | 189.1 | 63.1 | 33.1 | 156.0 | 82.5% | 4.1 | 151.9 | 57.6 | 2.64x | 1.29x | 101.9 | 1.49x | 0.73x |
| 2034 | 100 | 0.0 | 194.8 | 64.4 | 34.1 | 160.7 | 82.5% | 4.2 | 156.5 | 57.6 | 2.72x | 1.33x | 101.9 | 1.54x | 0.75x |
| 2035 | 100 | 0.0 | 200.6 | 65.7 | 35.1 | 165.5 | 82.5% | 4.3 | 161.2 | 57.6 | 2.80x | 1.37x | 101.9 | 1.58x | 0.77x |
| 2036 | 100 | 0.0 | 206.6 | 67.0 | 36.1 | 170.5 | 82.5% | 4.4 | 166.0 | 57.6 | 2.88x | 1.41x | 101.9 | 1.63x | 0.80x |
| 2037 | 100 | 0.0 | 212.8 | 68.3 | 37.2 | 175.6 | 82.5% | 4.6 | 171.0 | 57.6 | 2.97x | 1.45x | 101.9 | 1.68x | 0.82x |
| 2038 | 100 | 0.0 | 219.2 | 69.7 | 38.4 | 180.8 | 82.5% | 4.7 | 176.1 | 57.6 | 3.06x | 1.50x | 101.9 | 1.73x | 0.85x |
| 2039 | 100, re-let at 70% | 0.0 | 117.6 | 71.1 | 39.5 | 78.1 | 66.4% | 4.8 | 73.3 | repaid | n/a | n/a | 101.9 | 0.72x | no backstop |
| 2043 | 100 | 0.0 | 132.4 | 76.9 | 44.5 | 87.9 | 66.4% | 5.4 | 82.5 | repaid | n/a | n/a | 101.9 | 0.81x | no backstop |
Backstop DSCR counts only the 50 percent investment-grade-backed rent less a dark-carry cost of $17.9 million in 2029, escalating 3 percent: tax, insurance, minimal staff, maintenance, security and administration. Full-lease DSCR depends entirely on the non-investment-grade tenant performing.
Break-Even Analysis
Rent per kW per month, and MW contracted at $140.
| Coverage | Proposed, unbacked: rent / MW | Proposed, backed: rent / MW | Restructured, unbacked: rent / MW | Restructured, backed: rent / MW |
|---|---|---|---|---|
| 1.00x | $112.4 / 80.3 | $199.7 / 142.6 | $75.5 / 53.9 | $125.8 / 89.9 |
| 1.15x | $125.2 / 89.4 | $225.2 / 160.8 | $82.7 / 59.0 | $140.2 / 100.2 |
| 1.25x | $133.6 / 95.5 | $242.2 / 173.0 | $87.5 / 62.5 | $149.8 / 107.0 |
| 1.35x | $142.2 / 101.5 | $259.2 / 185.1 | $92.3 / 66.0 | $159.5 / 113.9 |
Every backed break-even for the proposed loan exceeds the site's 100 MW, so investment-grade credit cannot carry the proposed loan at any rent the market has shown. The restructured loan clears 1.15x on backed cash flow at the concluded rent with 0.2 MW of margin, which is why it is sized where it is.
Sensitivity Analysis
DSCR in the year of the event unless stated.
| Case | Restructured | Proposed |
|---|---|---|
| Tenant default year 3 (2031), with backstop | 1.22x (cash trapped) | 0.69x |
| Tenant default year 3, without backstop | (0.33x); DSRA covers 6 months | (0.19x) |
| Tenant default year 5 (2033), with / without backstop | 1.29x / (0.35x) | 0.73x / (0.20x) |
| Tenant default year 8 (2036), with / without backstop | 1.41x / (0.38x) | 0.80x / (0.22x) |
| Backstop on the TeraWulf step-down (fee at 57.1% of $984 million, $561.8 million, at year 5) | Fee covers the year-5 balance of $234.6 million at 2.39x | Fee covers the year-5 balance of $664.9 million at 0.84x |
| Delay 12 months (ERCOT audit, TCEQ pause); costs capitalized | Backstop 1.05x, full 2.15x; equity-funded delay keeps 1.15x (+$35.3 million equity) | Full 1.21x (loan $918.8 million) |
| Delay 24 months; 25.194 24-month trigger forfeits 20% of $6.6 million security | Backstop 0.97x if capitalized; equity-funded +$70.6 million | Full 1.12x, covenant breach |
| Capex at $12 million per MW hard (+$363 million) | DSCR unchanged; equity rises to about $990 million | Loan $1,130 million at 80% LTC; full 0.98x |
| Power cost 25% above forecast | No change (pass-through); tenant power rises from $48.6 to $60.7 per kW per month | No change |
| Curtailment enforced against uptime ($3.5 million a year generator fuel and runtime) | Full 2.28x, backstop 1.09x | Full 1.29x |
| Interest rate +200 basis points | Backstop 1.05x, full 2.14x; re-sized loan at 1.15x is $365 million | Full 1.18x, backstop 0.58x |
| Re-contract at expiry at 70% of initial rent | Debt repaid; equity holds the outcome | 0.72x in 2039 |
| Re-contract at expiry at 50% of initial rent | Debt repaid | 0.39x in 2039 |
| Failure to re-contract, land and power only | No exposure | $400.3 million balance against Moody's land-only of about $0 and powered-land of about $57.6 million; loss of 86 to 100 percent |
| Continue as mining (17 J/TH fleet, hashprice $39.38 per PH/s per day, September 2026 average; $0.040 per kWh; 90% uptime; 132 MW) | Revenue $96.5 per MWh; EBITDA about $51.8 million; about $34.6 million after fleet replacement; near zero after the April 2028 halving | Same |
The restructured loan's weak cases are the delay cases, where the backstop coverage dips to 1.05x and 0.97x if carry is capitalized; both are cured by equity-funded carry, and the completion guarantee is the instrument. The proposed loan fails every case that touches the tenant.
Risk Factors and Mitigants
- Interconnection survival. The conversion depends on the energized 132 MW position passing as firm, non-curtailable service outside 25.194. Mitigant: a written ERCOT and TSP determination as a closing condition; without it, the Part 10 mining case governs.
- Supply. The mining load runs on a wind-coupled, curtailable arrangement an AI tenant will not accept. Mitigant: a firm, grid-backed retail supply agreement as a closing condition; generator backup sized for full load through any outage on a presumed radial tap.
- Tenant credit. The tenant is non-investment-grade with customer contracts shorter than the lease. Mitigant: debt sized only to the backstopped half, coterminous with the lease, with a 1.15x covenant on backstop cash flow and cash trap at 1.35x.
- Backstop terms. Carve-outs, exclusions and the step-down are not public. Mitigant: read in the guaranty and offering document before closing; the step-down case still covers the restructured balance at 2.39x.
- Permits. TCEQ generator authorization is paused and the pause's legal authority is disputed. Mitigant: long-lead orders proceed; filing on the day the pause lifts; the 12-month delay case cured by equity carry.
- Ground lease. Fee title sits with EDB, Ltd. and the term and reversion were not reviewed. Mitigant: lender consent, estoppel and a term running past debt maturity as closing conditions.
- Incentives. The sales tax exemption is worth about $28 million and the Governor has signaled its elimination. Mitigant: costs stated net of state sales tax with the exemption as a timing risk in the contingency.
- Water. Rights under the ground lease are unverified and new authorizations fall within the pause. Mitigant: the closed-loop design's 27.8 million gallons sits inside the district's per-acre limit.
Conditions and Limitations
The determination of feasible as restructured is subject to the following conditions precedent:
- A firm, grid-backed retail electric supply agreement for 132 MW replacing the wind-coupled arrangement.
- A written ERCOT and transmission service provider determination that 132 MW of firm service at the existing point of interconnection is not a new large-load interconnection under 16 TAC 25.194.
- Assignment of the interconnection rights, the retail supply agreement and the ground lease with counterparty consent, lender consent and estoppel, and a ground lease term running past debt maturity.
- TCEQ air authorization for the generator yard.
- The executed lease and backstop guaranty in escrow, with the backstop's carve-outs, exclusions, termination triggers and fee schedule read and accepted.
- An uncapped completion guarantee from the sponsor on the Galaxy Helios II model.
The following items could not be verified from a primary source at the study date and are disclosed: the site's availability, the $110.0 million price and its inclusion in the current owner's Starwood specified list; the data center's TSP, point of interconnection, transformer MVA and age, and post-2024 ERCOT approval status above 132 MW, with the 200 MW conditional approval inferred from the holdback release; the adopted 25.194 terms, carried from a secondary summary of the 18 September 2026 order; the resumption date and legal authority of the TCEQ pause; the backstop's carve-outs, exclusions, termination triggers and the $1.3 billion to $742 million termination-fee schedule, which are diligence items; building count, slab capacity and clear height, with the 125,000-square-foot figure secondary; Glasscock tax rates, any abatement and the county wage for the 151.359 job test; water rights under the ground lease; fiber carrier count, routes and lateral distances, with the $6.9 million lateral cost an MMCG assumption; the term and reversion of the 13 April 2022 ground lease (Exhibit 10.17 to Applied Digital's FY2023 10-K), not reviewed; the Rhodium Temple price, Galaxy illustrative rent, Meridian Arc pricing and the ERCOT energization pause, which are secondary; and SOFR of 3.60 percent, $0.065 per kWh power, 1.28 PUE, $140 rent, the 50 percent backstop and all line-item costs, which are MMCG assumptions.
What the Lender Received
- The written determination with the proposed and restructured structures stated side by side, the recommended structure and six conditions precedent
- The candidate screen across five ERCOT sites and the subject selection rationale, with the gap in availability disclosed
- The site record: the SEC-filed purchase agreement, the county appraisal roll entry and the acquirer's 10-K basis
- The existing plant inventory and gap analysis against the tenant specification, with the redundancy build priced
- The 25.194 applicability analysis, the curtailment analysis and the timing gates with dates
- The tenant class, the public backstop structures compared on seven dimensions, the modeled backstop and the contract-credit pricing grid
- The census of eleven converted and converting sites with disclosed MW, terms and per-MW costs, and the rent arithmetic from disclosed contract values
- The conversion scope and quarterly schedule with residual hosting revenue
- The project cost estimate in MMCG's standard format with the landlord and tenant scopes separated and the reconciliation to the issuer, greenfield and mining benchmarks
- The capital structure and loan assumptions for both cases, the high-yield alternative, and the collateral-at-maturity analysis under the Moody's convention
- The gross facility cost and the landlord's net position, with the margin reconciled to issuer guidance on a stated base
- The pro forma through 2043 with DSCR on the full lease and on backstop cash flow for both structures, break-even in four cases, and the sensitivity table including the continued-mining comparison
This model study applies the methodology described on MMCG's Data Center Feasibility Study page. MMCG prepares data center feasibility studies for SBA 7(a) and 504, USDA Business and Industry and REAP, and conventional and project lenders nationwide, with engagements from $4,900 and delivery in 9 to 16 business days.
Sources
- Applied Digital Corporation, Form 8-K, 15 March 2024 (purchase agreement dated 14 March 2024, Exhibit 10.1), and press release, Applied Digital Secures Final $25 Million from Garden City Facility Sale; Form 10-K FY2023 (ground lease, Exhibit 10.17)
- Glasscock County Appraisal District, 2024 Certified Industrial and Utility Appraisal Roll, 26 July 2024, Property ID PCL0000222412
- MARA Holdings, Form 10-K FY2024 and FY2025 (filed 2 March 2026); Forms 10-Q Q1 2024, Q1 2025 and Q2 2025; Form 8-K Exhibit 99.1, 26 February 2026; MARA Operations page
- TheMinerMag, 29 December 2024, and Law360 on the Rhodium Temple sale; Cipher Digital Form 10-K FY2025 and Form 10-Q (Odessa); Argo Blockchain release, 29 December 2022, and Galaxy Form S-4/A (Helios)
- Public Utility Commission of Texas, Project 58481, 16 TAC 25.194, adopted 18 September 2026, effective 8 October 2026; Colocation Scout summary of the adoption order
- White & Case, PUCT sets financial commitments for data center interconnection as governor pauses permit approvals; Bracewell, Governor Abbott Orders TCEQ to Pause All Permit Issuance for Data Center Projects; Audacy (Houston Public Media), Abbott halts data center permits; San Antonio Current on the pause's legal authority
- Glasscock Groundwater Conservation District, District Description; Texas Alliance of Groundwater Districts profile
- Global Energy Monitor, Rattlesnake (Invenergy) wind farm; gridinfo, Rattlesnake Den; SDxCentral and DCD, Applied Digital signs 200MW PPA with TerraForm Power
- U.S. Census Bureau, QuickFacts, Glasscock County, Texas
- TeraWulf, Forms 8-K and Exhibits 99.1 and 99.2, 14 and 18 August 2025; Form 8-K, October 2025; Blockspace on the $1.275 billion secured note offering
- Cipher Mining, Forms 8-K and Exhibits 99.1, 2025 and 2026; Form 8-K, 3 November 2025 (AWS)
- Hut 8 Corp., Form 8-K and Exhibits 99.1 and 99.2, 17 December 2025; Forms 8-K and Exhibits 99.1, 2026 (Beacon Point); CoinDesk, 17 December 2025
- Galaxy Digital, Forms 8-K, 30 June, 23 and 28 July 2026; Form 10-Q Q2 2026; Blockspace on the Helios Phase I delivery; pulse2 and Yahoo Finance on the $3.507 billion notes
- Core Scientific, SEC filings on the CoreWeave contracts and the Denton expansion, 2025; Applied Digital, Forms 8-K, 2 June and 28 August 2025 (Ellendale)
- CoreWeave, Form 10-Q Q3 2025; Form 8-K, 30 March 2026; Form 8-K exhibit, August 2026
- CBRE, North America Data Center Trends H1 2026, 27 August 2026 (Meridian Arc); CRA International, Data Center Valuations and Potential Disputes, April 2026; Moody's Ratings data center ABS methodology as summarized by the CRE Finance Council, 25 February 2026
- Cushman & Wakefield, 2026 Data Center Development Cost Guide, 3 September 2026; JLL, 2026 Global Data Center Outlook; Turner & Townsend, Data Centre Construction Cost Index 2025 to 2026, November 2025; CoinShares, Bitcoin Mining Report Q2 2026
- Uptime Institute, Global Data Center Survey 2025; U.S. Energy Information Administration, Electric Power Monthly, Tables 5.6.A and 5.6.B
- Texas Tax Code 151.359 and 151.3595; Office of the Governor, release of 21 September 2026
- SimpleMining, Bitcoin market report, September 2026 (hashprice)
- Marshall & Swift CoreLogic, cost data, 2026
