SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On July 2, 2026, the Company, through a wholly owned subsidiary, entered into a membership interest purchase agreement (the “Purchase Agreement”) with HIF to acquire all of the issued and outstanding membership interests of the Project Company, a Delaware limited liability company, resulting in the Project Company becoming an indirect subsidiary of the Company. The Project Company holds (i) rights under certain purchase and sale contracts to acquire land located in Matagorda County, Texas (the “Site Under Contract”), (ii) title to an additional parcel of adjacent land (the “Owned Parcel” and, together with the Site Under Contract, the “Site”) and (iii) rights under a letter agreement with an electric utility company relating to the provision of 2,000 MW of power capacity to the Site. The Company intends to develop the Site as a large-scale digital infrastructure campus capable of supporting high-performance computing workloads, as well as flexible compute operations, including Bitcoin mining. The transaction closed simultaneously with the execution of the Purchase Agreement. Under the Purchase Agreement, the aggregate purchase price is structured as a series of post-closing milestone payments tied to specified project development events, consisting of, among other things: (i) receipt of certain regulatory approvals and the Project Company’s acquisition of the Site Under Contract; (ii) the Site being authorized to receive power; and (iii) upon execution of a data center lease with a third-party tenant, HIF’s retention of a minority interest in the Site. Assuming all milestones are achieved, the aggregate purchase price would be $600.0 million. The milestone payments are required to be paid as and when the applicable development milestones are achieved, as well as additional payments in the event of certain shortfalls. The Purchase Agreement contains customary representations and warranties and covenants, including covenants relating to the Company’s use of commercially reasonable efforts to obtain certain of the approvals contemplated therein. The Company’s initial accounting under ASC 805 for the acquisition of the Project Company is incomplete as of the date of this report. On August 4, 2026, the Company entered into two bitcoin-backed term loan facilities with Coinbase Credit, Inc. (“Coinbase”) and Two Prime Lending Limited (“Two Prime”) providing for $600.0 million of incremental borrowings. The Coinbase facility refinances and consolidates the Company’s existing $150.0 million 2026 Line of Credit with Coinbase and provides $300.0 million of additional funding. The Coinbase facility bears interest at a floating rate equal to the arithmetic average of the upper and lower bounds of the target range for federal funds transactions plus 3.875% per annum. The $300.0 million Two Prime facility bears interest at a fixed rate of 7.65% per annum. The facilities mature on August 4, 2028 and August 3, 2028, respectively, with the Coinbase facility subject to an automatic one-year extension unless timely canceled by either party. In connection with these facilities, 18,750 bitcoin, with a fair value of approximately $1.2 billion, were pledged as initial collateral as of August 4, 2026, the closing date of both transactions. The Company expects to use the proceeds for general corporate purposes, including funding a portion of the cash consideration for the Long Ridge acquisition.
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