Our partner Daphne Minerbo published an article in CNN Brasil on a trend that is redefining M&A transactions in data centers: regulatory uncertainty is no longer an obstacle to investment, and contractual engineering becomes even more relevant.
The lapse of the Redata provisional measure and the progress of Bill 278/2026 have created an environment that requires caution, but recent events show that regulatory uncertainty alone does not drive capital away. What changes is how risk is assessed, priced and allocated between the parties. In practice:
• Due diligence now examines energy contracting, grid connection and ongoing compliance with the counterpart obligations of incentive regimes, alongside traditional topics.
• Conditions precedent tie closing to the implementation or maintenance of regulatory requirements.
• Earnouts and price adjustments are linked to the delivery of energy capacity or to milestones relevant to enjoying incentives.
• Indemnity clauses govern tax-regime liabilities, including the risk of retroactive loss of benefits for assets already qualified under Redata.
As Daphne sums up in the article, a data center is not a real estate asset with servers inside: the investor is buying connection capacity, contracted energy, licenses and a regulatory position. In such a capital-intensive sector, the ability to allocate risks efficiently can be as relevant to the investment decision as the availability of energy.
Read the full article: https://lnkd.in/dYX9294F
