This summary is for discussion only. It is not an offer to sell securities. Each site is offered separately, through its own Site Offering Notice, Company Agreement and Subscription Agreement, which govern and control over this summary if they differ.
| Term | Summary |
|---|---|
| Structure | One Texas limited liability company per site (a "Site LLC"). Investors choose each site individually. There is no pooled fund and no commitment to future sites. |
| Manager | First Meter Partners GP, LLC, a Texas limited liability company, which manages every Site LLC |
| Strategy | Secure, confirm and sell one Texas site for industrial-scale electric load (data centers and related uses), as powered land or a powered shell. Investors fund the development and capture the value created while the site waits for power. |
| Site Offering Notice | The disclosure document for each site: location (under NDA), utility and substation, capacity sought, purchase contract terms, budget, target exit pricing, the Develop-Yourselves price, fees and the closing date. |
| Commitment | Set for each site in its Site Offering Notice. Standard size $500,000 for the site in total; larger sites can set more. Minimum per investor stated in the notice. |
| Manager commitment | 10% of each site's total commitment, on the same terms as investors, with no promote on it |
| Due at closing | $100,000 in total for the site, paid pro rata by all members at the closing of the offering, unless the notice states more. It funds the option or earnest money, capacity screen, utility studies, survey, title, legal, formation and the first months of the management fee. |
| Later calls | The rest of the commitment is called on at least 10 business days' notice, for that site only and in line with its budget: for example a larger option payment, land closing equity, or powered shell design. No call may exceed the unfunded commitment. |
| Preferred return | 8% per year, compounded, on capital actually contributed, from the date each contribution is made. Nothing accrues on uncalled commitments. |
| Distributions | Each investor's share, cumulatively: (1) 100% to the investor until its contributions are returned; (2) 100% to the investor until its 8% preferred return; (3) 80% investor / 20% Manager until the investor has 2.0x its contributions; (4) 70% / 30% until 3.0x; (5) 60% / 40% thereafter. No catch-up. Calculated for each site on its own. |
| Management fee | Paid by the Site LLC to the Manager under a management agreement: the greater of 2% per year of the site's total commitment and $1,000 per month, quarterly in advance, from the closing until the site is sold, assigned or abandoned. |
| Development fee | Paid by the Site LLC to the affiliated developer under a development agreement: $5,000 per MW of utility-confirmed capacity. Half at the earlier of the land closing and the assignment of the purchase contract; half at the sale of the site, from its proceeds. Nothing is payable on a site that is abandoned first. Third-party costs are reimbursed at cost, without markup. |
| Organizational expenses | Formation and offering costs of each Site LLC are paid by it, up to $15,000. The Manager pays any excess. |
| Exit election | At the close gate the Manager recommends a powered land exit (usually by assigning the purchase contract before closing, so the site needs no land equity) or a powered shell exit. Investors holding a majority of commitments may choose the other within 15 business days. |
| Develop Yourselves | At the close gate any investor may buy the site, or take an assignment of the purchase contract, at the Develop-Yourselves price per confirmed MW set in the Site Offering Notice. Competing investors go to sealed offers. The buyer may credit its own distribution share against the price. |
| Borrowing | Land debt up to 70% of the purchase price, secured by the site. No investor guarantees. |
| Affiliated developer | An experienced Texas development company controlled by the key person sources the site and manages its development. It is identified in the offering documents. Transactions with it beyond the development agreement need approval of investors holding a majority of commitments. |
| Key person | The manager of the Manager, identified in the offering documents. If they stop being actively involved, no further capital may be called except to protect the site, unless investors holding a majority of commitments consent within 90 days. |
| Removal | For cause by investors holding 66 2/3% of investor commitments. A removed Manager keeps its promote only if a binding sale agreement was signed before removal. |
| Defaults | Interest at 12%, suspension of distributions and votes, 50% reduction of the capital account, forced sale at 50% of the account, collection costs |
| Term | Until the site is sold and the Site LLC is wound up, and in any case 3 years from the closing, plus one 1-year extension by the Manager and further extensions with majority consent |
| Reporting | Quarterly site reports within 45 days; annual financials within 120 days; K-1s targeted within 90 days of year end |
| Transfers | Only with the Manager's consent; no withdrawals |
| Confidentiality | Investors keep site information confidential and may not pursue land within 5 miles of the site's substation, capacity at that substation, or the landowner, for 2 years after the site is sold, except through the Site LLC or a Develop-Yourselves purchase |
| Eligibility | Accredited investors only, verified under Rule 506(c). Each site is a separate offering. |
| Governing law | Texas; courts in Harris County; jury waiver |
The Company Agreement and Subscription Agreement for each site control if they differ from this summary.
The company agreement and subscription agreement for each site control if they differ from this summary.