Insights / Corporate & Commercial

Selling Your Data Centre to Private Equity: What Their Due Diligence Will Actually Focus On

By Clay & Associates Advocates · 4 min read ·

A technician working on network cables in a server room

Infrastructure private equity does not run the same due diligence process a typical trade or tech buyer would. A generalist buyer spends most of its time on financial statements and litigation history. An infrastructure fund treats those as table stakes and spends the bulk of its actual diligence time on a much narrower set of questions specific to what makes a data centre valuable, or fragile, as an asset.

The power contract gets more scrutiny than almost anything else

Power is the largest recurring input cost a data centre carries, so an infrastructure buyer will want the actual terms of your bulk supply or power purchase arrangement, not a summary of them: the tariff structure, the remaining term, any pass-through mechanism for tariff changes, and what happens to that arrangement on a change of control. Where the facility carries meaningful on-site backup generation, expect equally close attention to whether that generation capacity sits inside EPRA’s licensing regime, since an unresolved licensing question on a large genset installation is exactly the kind of gap that gets priced into an offer or held back as a completion condition.

Your colocation book is read like a bond portfolio

An infrastructure buyer will map your tenant base by revenue concentration, remaining contract term, and renewal likelihood, treating your colocation agreements less like ordinary commercial contracts and more like the cash-flow instruments that actually determine the asset’s value. A facility with three tenants on short remaining terms is a materially different, and lower, valuation than one with a diversified base on long-dated agreements, even at identical current revenue. Expect the buyer to want to see the actual signed agreements, not a summary schedule, and to specifically test whether your standard terms allow a tenant to walk on a change of control, since a facility where every large tenant can exit on your sale is a much riskier asset to underwrite.

Licensing status, and what happens to it in the sale

Confirm early whether the transaction is structured as a share sale, where your Communications Authority licence stays with the company and simply changes ownership, or an asset sale, which may require the buyer to obtain its own licence before the facility can lawfully continue operating. This matters more than usual right now: the Communications Authority is consulting on carving data centres into a dedicated standalone licence category, separate from the Network Facilities Provider tiers most existing operators currently hold. A sophisticated buyer will ask directly how your current licensing basis is expected to change, and a seller who cannot answer that clearly looks less in control of their own regulatory position than one who can.

Physical condition and remaining equipment life

Unlike a typical tech acquisition, a meaningful part of an infrastructure buyer’s diligence happens on-site, not on paper: cooling system condition and remaining service life, UPS and switchgear age against manufacturer warranty and replacement schedules, and whether the physical build actually matches what the facility’s own technical documentation and any published standard it claims to meet describe. A facility marketed as meeting a particular uptime or redundancy standard should expect the buyer’s engineers to verify that claim physically rather than accept it as stated.

Data protection exposure sits underneath all of it

A data centre is squarely inside the Data Protection Act’s registration requirements regardless of size, since telecommunications is one of the sectors the Office of the Data Protection Commissioner treats as inherently higher-risk. A buyer will confirm this registration is current, and will separately check whether any of your customer contracts commit the facility to in-country data storage obligations under the Act’s localisation rule, since that commitment shapes what the buyer is actually acquiring the right to promise its own future customers.

Preparing for this before a buyer is at the table

Every one of these categories can be prepared for well before a sale process starts: a clean, well-documented power arrangement, a colocation book with change-of-control provisions that do not let every tenant exit at the worst possible moment, a clear answer on where your licensing sits and where it is heading, and physical maintenance records that actually match your marketing claims. A seller who walks into diligence with these already in order is negotiating from a materially stronger position than one reconstructing the answers under time pressure once a term sheet is signed.

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Clay & Associates Advocates
This article is general information, not legal advice. For advice on your matter, speak to counsel.

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