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In the 21st century digital economy, companies cannot afford to fall behind. Every business has been affected by the rapid evolution of technology, the move to cloud computing and related developments. In order to keep up with the unique needs of the information age, Bryan Cave’s global Data Center and Cloud Infrastructure Team has the vision and experience to anticipate evolving trends and provide the enhanced value that our clients demand and deserve.

Rooted in the firm’s Chambers USA-rated Real Estate Practice, the Data Center and Cloud Infrastructure Team combines Bryan Cave’s deep well of knowledge and experience in numerous practice areas in order to help our clients address all aspects of data center development and tax incentives, construction, acquisition and sales, operations, leasing, subleasing and co-location along with environmental permitting, power purchases, power procurement strategies and agreements, user agreements, service level agreements and maintenance agreements. 

A key strength of our Data Center Team is our worldwide geographic coverage enabling Bryan Cave to provide assistance in the predominant locations where data centers are clustered.  Other key elements of our Data Center Team offering are set out below.

Data Center Tax Incentives and Legislative Issues

Bryan Cave attorneys on the Data Center Team are leaders on data center tax issues, development incentives for data centers, and legislative issues associated with taxes on data center construction and operation. Our team literally “wrote the law” in more than one jurisdiction to eliminate or reduce taxes on data center equipment and power consumption. Further, our attorneys help clients navigate complex digital transactions and service offerings that most current tax laws fail to address. From providing support for site selection, to managing ongoing tax burdens from data center operations, to a cloud product launch, our proven team can assist.

Real Estate Private Equity and REITs

Private equity and REIT financing are fueling rapid growth in the industry. Bryan Cave's Real Estate Private Equity and REIT Practice is a key area where the firm enjoys a nationally recognized reputation and serves as an anchor to our Data Center Team.  Our attorneys regularly represent real estate industry clients in structuring, negotiating and documenting the following types of transactions:

  • Real estate private equity and joint ventures
  • Private and public equity and debt offerings
  • Private, non-traded and publicly traded REITs
  • REIT mergers and acquisitions, and REIT conversion and spin-off transactions
  • REIT taxation

Data Center M&A and Transactions

M&A activity in the data center sector is widely publicized. Transactional matters are a "core practice" at Bryan Cave and we are regularly ranked among the top 10 legal advisers for M&A work involving a U.S. target. Projects which we regularly handle for clients are:

  • Mergers and other acquisitions and dispositions of businesses and related assets
  • Tender offers, proxy contests and similar transactions
  • Takeover and antitakeover planning
  • Joint ventures and other methods of combining business operations
  • Spin-offs, split-offs and other methods of restructuring the ownership of business operations

Co-location, Leasing and Licensing

Our attorneys are particularly experienced in advising companies on the legal complexities associated with all aspects of data center operations, leasing, subleasing, co-location and related services. Bryan Cave has extensive experience advising on the related service level maintenance agreements and we have assisted with data privacy policies and various user agreements. Our in-depth industry knowledge enables us to efficiently negotiate data center development and operation agreements, while providing up-to-date guidance on industry-specific terms and conditions. We regularly represent major buyers and providers of data center services. Our attorneys understand and counsel clients on how to protect their interests with respect to access rights, service levels, disaster recovery and business continuity, termination rights, wind-down and hold-over rights, and other legal and commercial terms unique to data center leases and co-location related agreements.

Telecommunications and Network Connectivity

Our Data Center Team attorneys possess significant experience handling the most important issues associated with network connectivity, whether related to issues involving local exchange carriers (LECs), competitive local exchange carriers (CLECs), wireless providers, broadband companies and cable companies. We have experience with deployment of every technology currently used in the marketplace (i.e. CDMA, EVDO, GSM, EDGE, Wimax and LTE). Our experience includes agreements related to tower, macro cell antenna, small cell antenna and solar installations; co-location facility agreements and leases; fiber connectivity agreements and licenses; master services/service level agreements; IRU agreements/managed services; new builds and new site overlays; cell site power and telco hardening; and E911 implementation.

Renewable Energy and Sustainability

Bryan Cave’s lawyers are active assisting clients with renewable and alternative energy project development, financing and operations including most every form of renewable energy. We have one of the nation’s leading practices involving the structuring and restructuring of projects to monetize federal and state tax credits and renewable energy credits and we routinely represent clients in analyzing project feasibility, structuring project ownership, project financing and project development. This includes project siting, governmental land use and other approvals, environmental and other permitting, regulatory compliance, and contracts for project construction and operation, facility interconnection, transmission, power and other product offtake arrangements, operations and maintenance, and fuel and other feedstock supply arrangements.

Additional Areas of Focus

The following is a representative list of some of the many practice areas throughout the firm that are also available to address the unique needs of our data center clients.

Representative Experience

  • Represented Fortune 500 provider of advanced network communications and technology solutions in 2015 sale of its data center business to nationwide provider of cloud, co-location and managed services for $575 million.
  • Assisted large technology company in responding to and developing company strategy for multiple Open Records Act requests in several states from competitors regarding data center operations and local incentive issues.
  • Assisted large technology company in negotiating local ad valorem tax incentives and State grant for two Georgia data centers, and in documenting the combined $500 million-plus taxable revenue bond transactions necessary to implement the incentives package.
  • Assisted large technology company in negotiating and documenting a restructuring and extension of ad valorem tax incentives and related taxable revenue bonds for a $2 billion-plus data center expansion in Georgia.
  • Assisted large technology company with commercial, construction and personal injury litigation issues arising out of construction and operation of data center in Georgia.
  • Assisted with certain incentive negotiations related to a $1 billion+ data center campus development in Texas.
  • Assisted with securing state level tax exemption for a $500 million data center campus development in Arizona.
  • Assisted with seeking approval for incentives and condo platting issues associated with an $80 million urban data center project redevelopment in the Midwest.
  • Assisted data center client with making a private letter ruling request in Texas to clarify certain state tax issues that impact the client’s data center operations in that state.
  • Assisted data center client to obtain tenant-based certification under the new Qualified Data Center incentive program in Texas.
  • Assisted various clients with comparative tax burden analysis for possible data center deployment in particular jurisdictions to support site selection for a particular deployment. This work results in a calculation we call the Tax TCO, which is simply an estimate of the tax components of the TCO for data center construction and operation.
  • Assisted with all aspects of a 300-acre master planned data center campus development in the Midwest targeting large enterprise users. This work involved environmental issues, tax incentive issues, power purchase arrangements, renewable energy and regulatory agreements, real estate lease and sale agreements, as well a structured power delivery arrangement for 100MW of utility power at a high voltage rate.
  • Assisted with due diligence issues associated with a $150 million data center development, including work on acquisition documents, tax incentives and long wholesale data center lease arrangements.
  • Assisted data center operator with the acquisition of a Midwest data center operation.
  • Assisted approximately 10 data center owners and operators with certification of approximately 65MW of space in Arizona to benefit from the new Arizona CDC program.
  • Representation of a Fortune 500 publishing company in a national brokerage agreement and a national facilities management agreement providing for outsourcing of space acquisitions and dispositions and property management. Other work for this client included contracting for the design and construction of a $140 million “mission critical” data center serving its corporate operations throughout the world.
  • Supported data center client negotiations for power procurement strategy at numerous locations through upper and lower Midwest.
  • Assisted telecommunications client with acquisition of public data center company in Texas.
  • Assisted clients in connection with deals involving IoT and MVNO services and cloud-based billing, clearinghouse, security and network management for mobile telecommunications networks.
  • Assisted telecommunications client with negotiation of more than a dozen local franchise agreements to access public right of way to install new fiber.
  • Special tax counsel to an American multinational telecommunications conglomerate in pre-paid master lease transaction of 9,100 cell towers to public REIT operator for $4.85 billion.
  • Assisted real estate client with negotiation of agreements associated with deployment of micro cell wireless technology on roof tops and location of cell towers on excess land.
  • Assisted telecommunications client with acquisitions of competitors, customer bases/contracts, and equipment and cell sites nationwide.
  • Assisted telecommunications client with negotiation, preparation and consummation of the co-location agreement for sea cable.
  • Assisted telecommunications client with negotiation, preparation and consummation with various fiber connectivity agreements and licenses.
  • Assisted various clients with master services/service level agreements.
  • Assisted telecommunications client with negotiation, preparation and consummation with various IRU agreements/managed services, new builds and new site overlays (GSM, CDMA, Wimax), cell site power and telco hardening, COW (Cell-on-Wheels) deployment.
  • Assist major big box retailer with 100 MW multisite deployment of roof top solar across more than 12 jurisdictions.
  • Assisted a developer with project financing, project development and permitting, FERC regulation issues, electrical power agreements (PPAs) and master lease agreements, interconnection agreements, net metering, renewable energy investment tax credits (ITC) and monetization, and renewable energy credits (REC) and monetization various locations throughout Texas, New Jersey, Maryland, Massachusetts, New Mexico, Hawaii and Georgia for approximately 54 MW of total installed production capacity.
  • Assisted large data center client with understanding of cap and trade regulations propounded in California in 2012-2013, and the impact of indirect emissions by the data center.
  • Developed 2016 amendment to the Arizona data center tax legislation to correct certain needs of the industry and led effort for passage.
  • Developed 2015 Texas legislation proposal that would have enhanced mid-level co-location data center operation in Texas and led the effort to seek passage.
  • Developed the 2013 Arizona legislation that enhances data center operations in Arizona and led the effort for passage.
  • Developed 2009 legislation proposal for Missouri to enhance data center operation in Missouri and worked with clients to support effort of passage in 2013.
  • Reviewed and advised clients with data center tax legislative proposals considered in Georgia, North Carolina, Colorado, Minnesota, Nevada, Oregon, Washington, New Jersey, Ohio, Illinois, Iowa, Nebraska, Florida and Virginia.