Industries
Data Centers and Digital Infrastructure
Gibson Dunn has a distinguished track record advising clients on complex domestic and cross-border data center and digital infrastructure projects and transactions.
Overview
Our Data Centers and Digital Infrastructure group is comprised of a leading, cross-practice team providing seamless advice across the various facets of digital infrastructure assets, including data centers, fiber, towers, satellites, subsea cables, and other connectivity infrastructure.
We combine the strengths of our market-leading practices to provide multidisciplinary advice on data center and digital infrastructure matters that are often hybrid in nature. Our lawyers advise sponsors, institutional investors, investment funds, operators, and service providers across the spectrum of digital infrastructure assets. Our expertise covers a range of disciplines including project developments, financings (both on behalf of borrowers as well as lenders), structured equity investments (whether through joint ventures, preferred equity investments, and other co-investment structures), investment funds, energy and infrastructure, outsourcing and commercial contracts, acquisitions and dispositions, and tax issues.
Known for our innovation, we have the flexibility to shift from one solution to another working as a unified, interdisciplinary team. Our transactional lawyers work hand-in-hand with our world class litigation and regulatory colleagues to provide advice relating to energy regulation and litigation, commercial disputes, intellectual property (including patent litigation), privacy, cybersecurity and data innovation, compliance, government contracts, and international trade and sanctions, among many others.
The scope of practice includes:
- Projects and Infrastructure: Our Projects Practice Group and Infrastructure Industry Group support the firm’s efforts with respect to digital infrastructure assets. The team’s expertise covers project development and complex financing arrangements, in particular, the procurement, design, construction, operation, maintenance, acquisition and disposition of such assets. We routinely advise on the negotiation and drafting of all types of transaction and financing documents. Our team often represents developers on an ongoing basis after financial close and can provide advice with respect to construction disputes, refinancings, restructurings and public information requests.
- Real Estate: Our Real Estate Practice Group has deep experience with data center assets, representing some of the largest investors, developers, and leaders in the space on the acquisition and disposition of data centers, financing of the development of such assets, capital markets expertise (including in the secondaries space), and the leasing and financing of such facilities whether with respect to hyperscalers or on a co-location/retail basis. The group has in-depth experience with data center leasing and the various service agreements that are a part of leases opposite the largest hyperscalers in the world.
- Energy and Energy Regulation: Our Energy lawyers advise clients on a variety of energy-related issues for data centers and digital infrastructure assets including regarding power procurement and delivery, grid interconnection, development of power generation (including renewable, nuclear, storage, and traditional), virtual power purchase agreements, and other vehicles to deploy renewable energy to reduce carbon footprints. Our expertise includes navigating the complex considerations that play into sourcing electricity in regulated versus deregulated energy markets and from the grid versus behind-the meter via co-located sources. The team is often engaged to evaluate and advise on local, state, and federal agency energy regulations (FERC, among others), many of which have been enacted without full consideration of a data center’s energy requirements.
- Finance: The Finance team advises digital infrastructure clients on a variety of financing structures, including debt, equity-linked, and structured equity instruments, borrowing from principles across the real estate, infrastructure and project finance markets.
- Investment Funds and Tax: Our Investment Funds and Tax Practice Groups have structured and represented various investment funds, including digital infrastructure focused funds, in raising significant capital. The team also accommodates the special tax needs of U.S. investors, sovereign wealth funds and other non-U.S. investors, as well as represents these investors in their investments in U.S. and non-U.S. investment funds.
- Strategic Sourcing and Commercial Transactions: Our Strategic Sourcing and Commercial Transactions lawyers have a deep understanding of the commercial contracts used for digital assets including inbound and outbound data center services, co-location agreements, IaaS agreements, and a variety of IOT contracts, among others.
- M&A: Our M&A lawyers provide advice to digital infrastructure clients in connection with their ongoing operations as well as with a broad range of business transactions, including M&A, REIT transactions, and investments in digital infrastructure assets in the U.S. and globally.
Experience
Representations include:
- Edged Energy: Advised the Edged Energy data center platform, as borrower, on a $942.11 million credit facility for the development of a 100 MW single-tenant data center in Atlanta, Georgia.
- Advising an international infrastructure sponsor in their U.S. data center projects, including advice on land acquisition, financing, energy, construction and various other arrangements.
- IPI Partners: Advised IPI Partners across their platform of acquisitions for the development of data centers around the globe, including in: the formation of a joint venture for a multi-phase greenfield data center development project in Toronto, Canada; a secondaries market recapitalization for its existing investment in a data center development project in Hillsboro, Oregon; dozens of land acquisitions throughout the United States for future data center development; the acquisition of Supernap Italia data center; and joint ventures for the development of data centers in Japan and Korea.
- IPI Partners: Advised IPI Partners in the sale of its business to Blue Owl Capital Inc., a leading alternative asset manager, for a purchase price of approximately $1.0 billion.
- IPI Partners: Advised IPI Partners in the sale of a data center in Atlanta, Georgia.
- Advising the lenders to a leading infrastructure and technology private equity firm on the financing of a portfolio of green data centers across Europe.
- Verne Global: Advised Verne Global provider of sustainable data center solutions and operator of 40-acre data center campus in Iceland, in connection with their acquisition by Digital 9 Infrastructure plc (D9), an investment trust focused on a range of digital infrastructure and internet assets.
- Advising a company on the sale of a stake in a Middle Eastern data center platform.
- Emirates Telecommunications Group Company PJSC: Advised Emirates Telecommunications Group Company PJSC (f.k.a “Etisalat” and now known as “e&”) on their data center carve-out and subsequent joint venture with G42’s data center assets. The joint venture, called Khanza, is the largest data center provider in the MENA region.
- Turbidite: Advising Turbidite on the establishment of its edge data center joint venture with IT&E in Guam.
- Advising a mobile network operator on a data center carve out and joint venture in a major Asian market.
- Advised a leading investment bank in the financing for a multi-state portfolio of both operating and in-development turnkey data center properties.
- Chindata Group: Advised the Special Committee of Chindata Group on the going private transaction of Chindata Group, a carrier-neutral hyperscale data center provider in Asia-Pacific emerging markets.
- PCCW Limited: Advised PCCW Limited on the sale of PCCW’s Data Center Business to funds managed by affiliates of DigitalBridge.
Representations include:
- AT&T and BlackRock Alternatives: Advised AT&T and BlackRock Alternatives, through a fund managed by its Diversified Infrastructure business, in their joint venture to form Gigapower, LLC, a provider of state-of-the-art fiber networks to homes and businesses across the US. Awarded 2023 Americas Digital Deal of the Year by Project Finance International (PFI).
- AXA IM and Swiss Life: Advised the consortium formed by AXA IM and Swiss Life in their acquisition of lyntia Networks, a leading wholesale operator in the Spanish telecommunications market and the only neutral provider operating both lit and dark fiber. Awarded 2023 Global Infrastructure Investment Deal of the Year by the M&A Atlas Awards.
- Advised the lenders on the 2024 refinancing of a portfolio of fiber-to-the-home (FTTH) networks operated by the Altitude group in France.
- Antin Infrastructure: Advised Antin Infrastructure in connection with a refinancing of existing debt of its portfolio company, FirstLight Fiber. The refinancing is one of the largest fiber financing deals in the U.S. in recent history.
- KKR: Advised KKR on several transactions, including the $2.6 billion investment in 49% of Reintel, a dark fiber infrastructure operator in Spain, forming strategic partnership with partly state-owned Red Eléctrica de España as well as the $1 billion acquisition of a 30% equity stake in the fiber unit of Telenor ASA, a telecommunications operator in Norway.
- PT Asianet Media Teknologi: Advised PT Asianet Media Teknologi (Asianet), a Lightstorm Group entity, on the joint acquisition by Asianet and Indosat Ooredoo Hutchison of PT MNC Kabel Mediacom, a leading fiber-based network services provider in Indonesia.
Representations include:
- Miescor Infrastructure Development Corporation: Advised Miescor Infrastructure Development Corporation (MIDC), an independent tower company and joint venture of investment firm Stonepeak and Manila Electric Company subsidiary MIESCOR, on various transactions, including a new joint venture agreement with Phil-Tower Consortium Inc. (PTCI) to which they will contribute their respective tower portfolios in the Philippines. MIDC and PTCI each currently operate over 1,250 towers in the Philippines as well as the $472 million acquisition of 2,180 telecom towers and related passive infrastructure from Globe Telecom, a Philippine telecom service provider.
- Saudi Telecommunications Company: Advised Saudi Telecommunications Company (STC) in the merger of the tower portfolios of Golden Lattice Investment Company (a subsidiary of PIF, which holds a large tower portfolio recently acquired from Zain KSA) and Tawal (a wholly owned subsidiary of STC). The deal is set to create the region’s largest telecom tower company. The transaction values Tawal at $5.85 billion.
- Helios Towers plc: Advised Helios Towers plc, a telecommunications infrastructure company, in its acquisition of Omantel’s passive tower infrastructure assets in Oman, adding 2,519 sites to its portfolio.
- Phoenix Towers International and Blackstone: Advised Phoenix Towers International and Blackstone in the acquisition of a controlling stake in a TowerCo created by Spark Infrastructure in New Zealand.
Representations include:
- Advised a European satellite telecommunications network provider as antitrust counsel in its proposed acquisition of Intelsat, a competing satellite communications provider.
- SES: Advised SES, the Luxembourg-based satellite telecommunication network group, on the acquisition of its Virginia-based counterpart, Intelsat; and on the acquisition of DRS Global Enterprise Solutions, a Virginia-based subsidiary of the Italian aerospace and defense giant Leonardo DRS.
- York Space Systems: Advised York Space Systems, an independent provider of small satellites, satellite components, and turnkey mission operations on its sale of a majority stake to AE Industrial Partners.
Representations include:
- Advised a key global technology company on various matters relating to the development and operation of multiple global subsea cable systems with landings in APAC, including advising on key consortium arrangements, as well as related monitoring and other supply contracts.