A transformer nearly ate the pref on my way out of a 24 MW shell
Closed out a passive position last month that I've been in since 2022, and the useful part isn't the return, it's which document turned out to matter.
Deal shape: a two-building powered shell campus in a secondary Sun Belt market, 24 MW of contracted utility capacity across both. Building A, 12 MW, leased to a large cloud tenant on a 15-year term with fixed bumps. Building B, shell complete, no load energized, sponsor's plan was to lease it once the second feed came in. Recap was around $180M of total cap. I came in for $250k as a plain LP, no side letter, 8% pref, 70/30 over a 12% hurdle. Three and a half year hold.
What nearly broke it: the second transformer. The sponsor's timeline slide said 62 weeks from order. The actual purchase order was placed four months after the slide was drawn, and the manufacturer slipped delivery to about 104 weeks. Building B sat as an empty box carrying taxes, insurance and its share of the interest. The sponsor swept cash to cover the carry and my distributions went to zero for 11 months. The pref accrued, so nothing was lost on paper, but I had underwritten quarterly checks and got a spreadsheet instead.
Exit came through a partial sale to an institutional buyer who wanted the leased building and the interconnection rights on the unbuilt side. I got 1.9x on the $250k, low-19s IRR after the sponsor's promote.
What I'd keep: I made the sponsor send me the actual utility load letter and the signed transformer PO before I funded. The load letter checked out. I never asked when the PO was placed. That gap is the entire story of the 11 dry months.