Infrastructure Fund FAQ

The project is at pre-ATR completion stage — the stage between origination and formal grid connection study result. Originator capital has funded: site identification and grid research (Q3–Q4 2024); full grid documentation, EU PCI mapping, PPC Romania monitoring (2025); company registration CUI 54450187 (March 2026); Strategic Partnership Agreement Nr. 28099 negotiation and execution (March 2026); Institutional Support Letter (April 2026); Technical Working Group constitution (April 2026); grid enquiry letters to Transelectrica and E-Distribuție Banat (May 2026); outreach infrastructure. Approximately 18 months of institutional origination work is completed and documented in the data room.

Three structural reasons: (1) Pre-operator premium — the site has not been packaged by a major operator. No CBRE/JLL advisory margin is built into the price. The gap between origination-stage and post-ATR valuations in European digital infrastructure has been documented at 3–8× by CBRE 2025 Investor Intentions Survey. (2) Grid scarcity — EUDCA's 2026 State of European Data Centers notes that future capacity growth is constrained primarily by grid readiness. Entering a pre-ATR site with documented HV adjacency is entry before the scarcest resource is priced. (3) Milestone-gated structure — capital is deployed in tranches locked to verified milestones. No land capital is at risk until ATR outcome is confirmed.

Capital is structured in six tranches, each released only on verified milestone completion: Tranche 0 (Origination) — Already deployed (founder equity): 18 months of origination work. Tranche 1 (Pre-ATR) — ATR filing, technical advisors, preliminary studies. Triggered on definitive partnership signing. Tranche 2 (Land) — Land acquisition at tender outcome (sale price or concession fees). Triggered on HCL vote and public tender result. Tranche 3 (EIA & Permits) — Full EIA, Building Permit (AC), design phase, long-lead equipment deposits. Triggered on land allocation. Tranche 4 (Build) — Main capital deployment: civil construction, electrical, MEP, commissioning. Triggered on construction permits issued. Tranche 5 (Exit) — Operating capital to stabilisation; exit via sale, recapitalisation, or infrastructure hold.

Every risk is named explicitly in the framework: ATR outcome below range — mitigated by sequencing ATR before land capital deployment. HCL Local Council vote negative or delayed — mitigated by Mayor's Office commitment under Partnership Agreement Art. 3.1; if negative, Agreement terminates under Art. 13.3 without residual liability. Public tender — third party wins — mitigated by technical criteria calibrated for data center use (Art. 6.2); this is a disclosed, open risk. EIA adverse findings — pre-screening indicates no apparent conflicts; full EIA partner-led post-allocation. Municipal political change — Agreement binds Municipality as institution, not person (Art. 16.4). Regulatory change — force majeure clause Art. 12; EU PCI designation provides accelerated-permitting protection under EU Regulation 2022/869.

PPC Romania, a subsidiary of Public Power Corporation — Greece's largest listed energy company with a balance sheet exceeding €5 billion — conducted independent due diligence and acquired 9.9 ha of land directly adjacent to RES1 in December 2025 for a 100 MW gas-fired power plant on the same Transelectrica 400 kV substation. This validates: (a) the 650 MVA grid capacity is contractable in practice; (b) the land title and industrial zoning are commercially sound; (c) the ATR connection process is viable at scale; (d) a sophisticated energy buyer with full DD capabilities finds this zone investable. An entity of this scale, operating in regulated energy markets, does not make 9.9 ha acquisitions without thorough grid, legal, and planning due diligence.

Romania's data center market is projected to grow at 19.93% CAGR through 2031 (Mordor Intelligence). The country is set to emerge as CEE's second-largest data center hub, trailing only Poland (ClubIT&C, 2026). Key drivers: EU member since 2007 (regulatory certainty); industrial electricity at ~€0.14/kWh vs EU average ~€0.19/kWh; emerging tech talent concentration in Bucharest, Cluj, Timișoara; proximity to Balkans and CEE growth markets; no existing data center saturation in secondary markets. The Romania DC market was estimated at 93.34 MW IT capacity in 2026, growing to 231.64 MW by 2031.

Exit options depend on partnership structure and project phase: (a) Sale to strategic operator — at or after Building Permit / commissioning; typical buyer profile: hyperscaler, GPU cloud provider, or CEE platform operator. (b) Recapitalisation — re-gearing the SPV as the project de-risks through milestones; fund exits via secondary sale of equity position. (c) Long-term infrastructure hold — leasing operating cash flows; consistent with infrastructure fund mandates targeting 10–15% stabilised yields in digital infrastructure. Exit timing and structure are fully negotiable and documented in the term sheet. No predefined exit timeline is assumed in the framework.

Romanian SPV structures operate under Romanian Company Law (Legea 31/1990) and Civil Code. Romania's EU membership (since 2007) means the legal framework for investment, dispute resolution, and intellectual property protection is fully EU-standard. The Strategic Partnership Agreement is governed by Romanian public administrative law. Land acquisition follows the mandatory HCL and public tender procedure under Romanian administrative law. Currency is RON with EUR linkage in commercial agreements — RON/EUR hedging is handled at SPV level per partner treasury policy. The EU AI Act and Digital Services Act apply to future operators at this site, providing a compliance framework familiar to European infrastructure funds.

The CEE digital infrastructure transaction market is active in 2025–2026. Reference points: AIC × ClusterPower Romania — Accelerated Infrastructure Capital partnered with ClusterPower for an 800 MW multi-campus development in southwestern Romania (Dec 2025), validating institutional capital interest in Romanian digital infrastructure. Google Bucharest campus — Google's data center investment in Romania (Bucharest) validates EU regulatory comfort. Poland transactions — Multiple data center M&A transactions at 18–25× EBITDA in 2024–2025. Specific comparables on a per-MW basis are in the investor data room. Note: RES1 is pre-revenue and pre-ATR; valuation is by analogy to land/option value, not EBITDA multiples.

Minimum check size, ownership stakes, and governance rights are negotiated in the term sheet and are not fixed. Parameters depend on: the structure selected (SPV joint venture vs. asset acquisition); the tranche or tranches the investor participates in; whether the investor is a lead party or co-investor; whether an operator partner is simultaneously engaged. Indicative structure A provides minority equity at origination stage with milestone-linked deployment rights. All commercial terms are confidential and disclosed under NDA. Contact investors@resitadata.com to initiate the NDA conversation.