Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / change-of-control-coordination-memo.docx
change-of-control-coordination-memo.docx
Parties
Harkness LLP
Ironhaven Data Centers LLC
RCP Digital Holdings LLC
Stonebridge Campus Holdings LLC
Ridgeline Capital Management LLC
Ironhaven Management Incentive Pool LLC
IMIP LLC
The IMIP LLC
Dates
August 1, 2025
July 22, 2025
October 15, 2025
November 1, 2025
August 1, 2027
November 1, 2027
October 20, 2025
Amounts
$600,000,000
$210,000,000
$390,000,000
$3.8
$3,900,000
$52,500,000
$50,000,000
$412,000,000
$858.33
$4,291,667
Obligations
• Minimum Equity Contribution: $52,500,000 (representing 25% of the total $210,000,000 equity commitment) must be contributed by IHDC and funded into the Project before the first draw under the facility
Under the EPC Agreement, a change of control does not automatically result in termination or default; rather, it triggers a consent process in which TMCG must act reasonably
This assignment must be properly structured to ensure that it does not itself trigger the EPC Agreement's change of control provision
However, they must be specifically negotiated and documented — they will not be implied by operation of law
The collateral assignment of the LLSA to the Administrative Agent must include VPC's express consent and acknowledgment
The remedy is straightforward: the change of control definitions in the EPC Agreement and LLSA must expressly exclude transfers resulting from lender enforcement, and both TMCG and VPC must acknowledge and consent to the collateral assignments