v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt
9.
Debt

The Company’s total debt obligations are as follows (in thousands):

 

 

 

Maturities (1)

 

Effective Interest Rates (2)

 

June 30, 2026

 

 

December 31, 2025

 

2020 Asset-Backed Secured Note 2 A-2

 

October 2027

 

5.13%

 

$

250,000

 

 

$

250,000

 

2021 Asset-Backed Secured Note 1 B

 

May 2028

 

5.95%

 

 

61,000

 

 

 

61,000

 

2021 Asset-Backed Secured Note 1 C

 

May 2028

 

8.39%

 

 

41,000

 

 

 

41,000

 

2022 Asset-Backed Secured Note 1 A-2

 

April 2029

 

5.27%

 

 

120,000

 

 

 

120,000

 

2022 Asset-Backed Secured Note 1 B

 

April 2029

 

5.96%

 

 

51,000

 

 

 

51,000

 

2024 Revolving Credit Facility

 

December 2026

 

—%

 

 

771,000

 

 

 

659,000

 

Series 2024-1 VFN

 

October 2029

 

—%

 

 

75,000

 

 

 

75,000

 

2024 Asset-Backed Secured Note 1 A-2

 

October 2029

 

7.07%

 

 

400,000

 

 

 

400,000

 

2024 Asset-Backed Secured Note 2 A-2

 

October 2031

 

7.31%

 

 

400,000

 

 

 

400,000

 

2024 Asset-Backed Secured Note 1 B

 

October 2029

 

7.77%

 

 

85,000

 

 

 

85,000

 

2025 Asset-Backed Secured Note 1 A-2

 

March 2030

 

6.60%

 

 

445,000

 

 

 

445,000

 

2025 Asset-Backed Secured Note 2 A-2

 

March 2032

 

6.88%

 

 

440,000

 

 

 

440,000

 

2025 Asset-Backed Secured Note 1 B

 

March 2030

 

7.24%

 

 

55,000

 

 

 

55,000

 

2025 Asset-Backed Secured Note 3 A-2

 

August 2030

 

6.46%

 

 

395,000

 

 

 

395,000

 

2025 Asset-Backed Secured Note 4 A-2

 

August 2032

 

6.78%

 

 

390,000

 

 

 

390,000

 

2025 Asset-Backed Secured Note 3 B

 

August 2030

 

6.90%

 

 

30,000

 

 

 

30,000

 

2025 Asset-Backed Secured Note 5 A-2

 

December 2029

 

6.40%

 

 

150,000

 

 

 

150,000

 

2025 Asset-Backed Secured Note 6 A-2

 

December 2030

 

6.40%

 

 

335,000

 

 

 

335,000

 

2025 Asset-Backed Secured Note 7 A-2

 

December 2032

 

6.60%

 

 

575,000

 

 

 

575,000

 

2025 Asset-Backed Secured Note 6 B

 

December 2030

 

7.39%

 

 

40,000

 

 

 

40,000

 

Total principal debt

 

 

 

 

 

 

5,109,000

 

 

 

4,997,000

 

Less: unamortized debt issuance costs

 

 

 

 

 

 

(218,821

)

 

 

(241,447

)

Total long-term debt, net of current

 

 

 

 

 

$

4,890,179

 

 

$

4,755,553

 

 

(1) For the asset-backed secured notes, the maturity is the anticipated repayment date.

(2) Includes amortization of debt premiums (discounts) and debt issuance costs and the impact of interest rate swap instruments.

(3) The 2024 Revolving Credit Facility has a maturity of December 2026, with provision for two successive terms of one year each, subject to certain conditions. The Company intends to extend the maturity for at least one year.

As of June 30, 2026, the future principal payments for the Company’s debt were as follows (in thousands):

 

For the years ending December 31,

 

Amount

 

Remaining portion of 2026

 

$

 

2027

 

 

1,021,000

 

2028

 

 

102,000

 

2029

 

 

881,000

 

2030

 

 

1,300,000

 

Thereafter

 

 

1,805,000

 

Total

 

$

5,109,000

 

 

For the three and six months ended June 30, 2026 and 2025, total interest expense for the Company’s debt obligations was as follows (in thousands):

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Stated interest expense (1)

 

$

68,958

 

 

$

36,361

 

 

$

137,109

 

 

$

74,301

 

Amortization of deferred financing costs

 

 

12,165

 

 

 

6,325

 

 

 

24,116

 

 

 

11,837

 

Total

 

$

81,123

 

 

$

42,686

 

 

$

161,225

 

 

$

86,138

 

 

(1) Includes interest rate swap settlements in the amount of $0.1 million and $1.0 million as a reduction of stated interest expense for the three months ended June 30, 2026 and June 30, 2025, respectively, and $0.3 million and $2.8 million as a reduction of stated interest expense for the six months ended June 30, 2026 and June 30, 2025, respectively.

2021 Fund Revolving Credit Facility

Under a revolving credit agreement entered into by investment funds affiliated with Brookfield Corporation, Csquare, Inc. is jointly and severally liable, as a named borrower, for obligations under the facility (the "2021 Fund Revolving Credit Facility"), which allows the Company to borrow, repay and re-borrow over its term. Typically, the Company rolls the drawn balance on a month-by-month basis.

The facility includes a letter of credit sub-limit equal to 50% of total commitments. Borrowings bear interest at SOFR plus 1.75% per annum (June 30, 2025: SOFR plus 1.75%) and are subject to a commitment fee on the average daily unused portion of the commitments equal to 0.25% per annum when unused commitments exceed 50% of total commitments and 0.20% per annum when unused commitments are 50% or less (June 30, 2025: 0.25%). Letters of credit bear a fee equal to the applicable margin of 1.75% per annum on the daily undrawn amount, plus a customary fronting fee.

On June 20, 2025, investment funds affiliated with Brookfield Corporation entered into an amended revolving credit facility agreement, extending the maturity of the subscription credit facility for the 2021 Fund Revolving Credit Facility from June 20, 2025 to June 17, 2027. On October 31, 2025, investment funds affiliated with Brookfield Corporation entered into another amended revolving credit facility where borrowings under the amended facility bear interest at SOFR plus 1.75% per annum and increased the total commitments to up to $500.0 million during a temporary period, reducing to $400.0 million on January 9, 2026.

On June 30, 2026, investment funds affiliated with Brookfield Corporation entered into an amended revolving credit facility agreement, pursuant to which the Company was released from its obligations as a Qualified Borrower under the 2021 Fund Revolving Credit Facility. In connection with the release, all outstanding borrowings and accrued interest attributable to the Company were repaid, and the lenders terminated their commitments and obligations to extend credit to the Company under the facility. No gain or loss was recognized in connection with the release.

As of June 30, 2026 and December 31, 2025, there was no balance outstanding on the 2021 Fund Revolving Credit Facility.

2024 Term Loan Facility

On January 12, 2024, certain subsidiaries of the Company, entered into a Loan Agreement (the “2024 Term Loan Agreement”) with Wells Fargo Bank, National Association (“Wells Fargo”) and TD Securities (USA) LLC (“TD”) (the “2024 Term Loan”). Pursuant to the 2024 Term Loan Agreement, the Company received a two-year term loan in an aggregate principal amount equal to $1,965.9 million. The 2024 Term Loan Facility bears interest at a rate based on the SOFR plus 3.75% with 25.0 basis point step up at month 13 and every 6 months thereafter until maturity of the original principal amount per annum.

On March 1, 2024, the Company amended its 2024 Term Loan Agreement to increase the principal amount of loan by $33.0 million.

On March 11, 2025, the Company prepaid outstanding principal of $646.7 million under the 2024 Term Loan Facility. In conjunction with the debt repayment the Company recognized a debt extinguishment charge of $5.3 million.

On August 21, 2025, in conjunction with the asset-backed borrowings, the Company prepaid outstanding principal of $431.3 million under the 2024 Term Loan Facility.

On December 4, 2025, in conjunction with the asset-backed borrowings, the Company prepaid outstanding principal of $165.6 million under the 2024 Term Loan Facility. As a result, the Company has fully paid down the 2024 Term Loan Facility.

2024 Revolving Credit Facility

On January 12, 2024, certain subsidiaries of the Company entered into a Revolving Credit Facility (the “2024 Revolving Credit Facility”) with Wells Fargo Securities, LLC and TD. The 2024 Revolving Credit Facility provided for revolving loans in an aggregate principal amount of up to $200.0 million over a three-year term. As a part of the 2024 Revolving Credit Facility there is a sub-limit restriction for the issuance of letters of credit of up to $50.0 million at any one time. Borrowings under the 2024 Revolving Credit Facility bear interest of SOFR plus a margin of 4.25% and the Company is required to pay 0.75% per annum on the average daily unused portion of the 2024 Revolving Credit Facility. The Company is required to pay a 4.50% per annum letter of credit fee.

On February 28, 2025, the Company amended the 2024 Revolving Credit Facility to increase total commitments from $200.0 million to $300.0 million and to reduce the applicable interest rate margin from SOFR plus 4.25% to SOFR plus 3.00%.

On December 22, 2025, the Company closed a $500.0 million upsize to the 2024 Revolving Credit Facility with a maturity of December 2026, with provision for two successive terms of one year each, subject to certain conditions. The Company intends to extend the maturity for at least one year. The upsize also included an amendment to the Company’s financial covenants.

As of June 30, 2026 and December 31, 2025, the outstanding balance on the 2024 Revolving Credit Facility was $771.0 million and $659.0 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all financial covenants and requirements related to the 2024 Revolving Credit Facility.

Asset-Backed Notes

On October 17, 2024, certain subsidiaries of the Company completed an asset-backed securitization transaction totaling $885.0 million. The Company issued two series of fixed-rate notes—Series 2024-1 and Series 2024-2 (together, the “Series 2024-1/2 Notes”) pursuant to an indenture (the “2024 Indenture”).

On March 20, 2025, certain subsidiaries of the Company completed an asset-backed securitization transaction totaling $940.0 million. The Company issued two series of fixed-rate notes—Series 2025-1 and Series 2025-2 (together, the “Series 2025-1/2 Notes”) pursuant to a series supplement to the 2024 Indenture.

On August 21, 2025, certain subsidiaries of the Company completed an asset-backed securitization transaction totaling $815.0 million. The Company issued two series of fixed-rate notes—Series 2025-3 and Series 2025-4 (together, the “Series 2025-3/4 Notes”) pursuant to a series supplement to the 2024 Indenture.

On October 1, 2025, as a result of the 2025 Portfolio Acquisition, the Company acquired three series of fixed-rate notes—Series 2020-1/2 Notes, Series 2021-1 Notes, and Series 2022-1 Notes for a total of $743.0 million. The Series 2020-1/2 Notes, Series 2021-1 Notes, and Series 2022-1 Notes are governed by an indenture (the “2020 Indenture”).

On December 4, 2025, certain subsidiaries of the Company completed an asset-backed securitization transaction totaling $1,100.0 million. The Company issued three series of fixed-rate notes—Series 2025-5, Series 2025-6 and Series 2025-7 (together, the “Series 2025-5/6/7 Notes”) pursuant to a series supplement to the 2024 Indenture.

On December 4, 2025, in conjunction with the Series 2025-5/6/7 Notes, the Company paid off $220.0 million of Series 2020-1/2 Notes. Therefore for the Series 2020-1/2 Notes, only the Series 2020-2 Notes is outstanding as of June 30, 2026 and December 31, 2025.

The Series 2020-2 Notes, Series 2021-1 Notes and Series 2022-1 Notes are secured by a collateral pool consisting of multi-tenant enterprise data centers, held in fee simple.

The Series 2024-1/2 Notes, Series 2025-1/2 Notes, Series 2025-3/4 Notes and Series 2025-5/6/7 Notes are secured by a separate and distinct collateral pool consisting of multi-tenant enterprise data centers, held in both fee simple and leasehold interests.

The Series 2020-2 Notes, Series 2021-1 Notes, Series 2022-1 Notes, Series 2024-1/2 Notes, Series 2025-1/2 Notes, Series 2025-3/4 Notes, and Series 2025-5/6/7 Notes are collectively referred to as the “Asset-Backed Secured Notes.”

The Asset-Backed Secured Notes were issued in the following tranches (dollars in thousands):

 

Series

 

Class

 

Initial
Principal
Amount

 

 

Note
Principal
Balance

 

 

Coupon Rate

 

 

Anticipated
Repayment
Date

2020-2

 

A-2

 

$

250,000

 

 

$

250,000

 

 

2.50 %

 

 

October 2027

2021-1

 

B

 

 

61,000

 

 

 

61,000

 

 

3.60 %

 

 

May 2028

2021-1

 

C

 

 

41,000

 

 

 

41,000

 

 

5.60 %

 

 

May 2028

2022-1

 

A-2

 

 

120,000

 

 

 

120,000

 

 

4.60 %

 

 

April 2029

2022-1

 

B

 

 

51,000

 

 

 

51,000

 

 

5.10 %

 

 

April 2029

2024-1

 

A-2

 

 

400,000

 

 

 

400,000

 

 

5.20 %

 

 

October 2029

2024-1

 

B

 

 

85,000

 

 

 

85,000

 

 

5.60 %

 

 

October 2029

2024-2

 

A-2

 

 

400,000

 

 

 

400,000

 

 

5.40 %

 

 

October 2031

2025-1

 

A-2

 

 

445,000

 

 

 

445,000

 

 

5.50 %

 

 

March 2030

2025-2

 

A-2

 

 

440,000

 

 

 

440,000

 

 

5.70 %

 

 

March 2032

2025-1

 

B

 

 

55,000

 

 

 

55,000

 

 

5.90 %

 

 

March 2030

2025-3

 

A-2

 

 

395,000

 

 

 

395,000

 

 

5.00 %

 

 

August 2030

2025-4

 

A-2

 

 

390,000

 

 

 

390,000

 

 

5.20 %

 

 

August 2032

2025-3

 

B

 

 

30,000

 

 

 

30,000

 

 

5.40 %

 

 

August 2030

2025-5

 

A-2

 

 

150,000

 

 

 

150,000

 

 

5.30 %

 

 

December 2029

2025-6

 

A-2

 

 

335,000

 

 

 

335,000

 

 

5.30 %

 

 

December 2030

2025-7

 

A-2

 

 

575,000

 

 

 

575,000

 

 

5.80 %

 

 

December 2032

2025-6

 

B

 

 

40,000

 

 

 

40,000

 

 

5.85 %

 

 

December 2030

 

The Asset-Backed Secured Notes are classified as long-term debt, net of deferred financing costs in the unaudited condensed consolidated balance sheets.

Interest expense on the Asset-Backed Secured Notes is recognized using the effective interest method. Direct costs incurred in connection with the issuance of the Asset-Backed Secured Notes are capitalized as deferred financing costs and amortized over the expected life of the related debt using the effective interest method.

The unamortized deferred financing costs are presented as a direct deduction from the carrying amount of each note in the unaudited condensed consolidated balance sheets. As of June 30, 2026 and December 31, 2025, the Company had unamortized deferred financing costs for the Asset-Backed Secured Notes as follows (dollars in thousands):

 

 

 

As of June 30,

 

 

As of
December 31,

 

 

 

2026

 

 

2025

 

Series 2020-2 Notes

 

$

8,291

 

 

$

11,316

 

Series 2021-1 Notes

 

 

4,555

 

 

 

5,661

 

Series 2022-1 Notes

 

 

3,221

 

 

 

3,744

 

Series 2024-1/2 Notes

 

 

60,818

 

 

 

66,970

 

Series 2025-1/2 Notes

 

 

42,983

 

 

 

46,854

 

Series 2025-3/4 Notes

 

 

53,398

 

 

 

57,730

 

Series 2025-5/6/7 Notes

 

 

45,555

 

 

 

49,162

 

 

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all financial covenants and requirements related to its Asset-Backed Secured Notes.

Variable Funding Note

The 2024 Indenture provided for $100.0 million of asset-backed, floating rate Series 2024-1 Secured Data Center Revenue Variable Funding Note (the “Series 2024-1 VFN” or "Variable Funding Note") over a five-year term. On August 21, 2025, the Company entered into an amendment whereby the Company increased the sub-limit restriction for the issuance of letters of credit of up to $25.0 million at any one time from $15.0 million at any one time. The applicable interest rate is equal to the SOFR plus 2.45%. The Company is required to pay 0.50% per annum on the average daily unused portion of the Variable Funding Note. The Company is required to pay a 2.00% per annum letter of credit fee.

The Series 2024-1 VFN has a revolving note structure and is intended to be used primarily for general corporate purposes, including working capital needs for the multi-tenant data centers securing the Series 2024-1/2 Notes, Series 2025-1/2 Notes, Series 2025-3/4 Notes, and Series 2025-5/6/7 Notes.

As of June 30, 2026 and December 31, 2025, the outstanding balance on the Series 2024-1 VFN was $75.0 million and $75.0 million, respectively.

As of June 30, 2026 and December 31, 2025, the Company was in compliance with all of its financial covenants related to the Series 2024-1 VFN.