# How do data center SPVs and club deals work?

> A sponsor forms a company (the SPV) to hold one site; a small group of investors buys shares or lends to it; the SPV buys or options the land, secures power and permits, then sells the site or brings in build capital. Each project stands alone, so investors choose deal by deal instead of committing to a blind pool.

By Razvan Toma, Founder & CEO, Ampervia · Last checked 2026-10-12 · https://ampervia.com/answers/data-center-spv-club-deal/

## Typical structure

- **SPV:** one company per site, holding the land and permits.
- **Sponsor:** finds and runs the project, often co-invests, and earns fees or a share of profits.
- **Investors:** provide equity, receive returns when the site is sold or refinanced.
- **Documents:** shareholder agreement, investment memorandum, valuation and exit rights.

## Rules to check

Pooling money from several investors can bring a vehicle under EU alternative-investment-fund rules (an AIFM) or national securities law. Where investors live, how the deal is marketed and who manages it all matter. Take legal advice before raising money.

## Rights investors usually negotiate

- Independent valuation at exit or refinancing.
- Tag-along on a sale.
- Information rights and reporting.
- Limits on sponsor fees and dilution when new capital enters.

## Questions

### Is a club deal a fund?

Not necessarily, but it can be treated as one depending on how it is structured and marketed. Counsel decides.

### What happens at ready-to-build?

The SPV can sell the site, or raise build capital; existing investors may cash out, roll over, or be diluted.

## Sources

1. [ICLG — Alternative investment funds laws and regulations: Spain](https://iclg.com/practice-areas/alternative-investment-funds-laws-and-regulations/spain/)
2. [ICLG — Alternative investment funds laws and regulations: Luxembourg](https://iclg.com/practice-areas/alternative-investment-funds-laws-and-regulations/luxembourg/)

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