Northern Data’s Corpus Christi Sale Option Expires, Yet Earn‑Out May Yield $150 Million and Up to 95% of Future Sale Proceeds, Affecting Rumble Takeover Bid

Breaking: Northern data’s Corpus Christi HPC Site Sale Option Expires; Earn-Out Could Still Pay Up to US$150 Million

Northern Data AG disclosed that its option to sell the Corpus Christi HPC site, intended for high-performance computing, has expired without a completed sale. The company notes an earn-out of up to US$150 million could still be paid if profits from ongoing mining operations at the site meet thresholds.

Under the terms, if the site is later sold to a third party within five years, Northern Data could receive as much as 95% of the net sale proceeds, with the share tapering each quarter. the arrangement thus preserves upside tied to future performance rather than a finished deal.

The growth also affects the dynamics of a separate takeover bid by Rumble Inc., which could trigger cash payments to Northern Data shareholders of as much as US$200 million, depending on the bid’s outcomes.

Market observers note the irony of an expired sale option still leaving Northern Data with meaningful upside tied to the site’s mining activity and any future sale. Beyond this transaction, the situation highlights how earn-outs and contingent payments can shape investor outcomes even when a primary deal collapses.

Key facts at a glance

Key Fact	Details
Site	Corpus Christi, Texas, intended for HPC/mining operations
Option status	Expired; no sale completed
Earn-out potential	Up to US$150 million, contingent on mining profits at the site
Third-party sale clause	Up to 95% of net proceeds within five years, declines quarterly
Rumble Inc. bid impact	Could influence cash payments to Northern Data shareholders up to US$200 million

Why it matters: The expired option does not erase upside risk or possibility. If the site changes hands in five years, the earn-out and its clawbacks could significantly affect shareholder returns.The situation also underscores how strategic moves in the crypto-mining and HPC ecosystem can hinge on contingent payments rather than upfront deals.

External context: For more on the players involved, you can visit official outlets from Northern Data and Rumble Inc.

External links: Northern Data AG,Rumble Inc.

Disclaimer: This article does not constitute financial advice. Terms and conditions are subject to change and should be independently verified.

Reader engagement: What is your take on earn-outs in technology and mining deals? How does the Rumble bid influence your view of Northern Data’s risk and upside?

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Northern Data’s Corpus Christi Sale Option – What Expired on January 1 2026

• Sale option deadline: February 28 2025 (extended to December 31 2025) – the contractual right for Northern Data to sell the Corpus Christi mining complex to a pre‑approved third party lapsed at the end of 2025.
• Key assets included: 12 geographically dispersed mining rigs (total hash‑rate ≈ 6 EH/s),on‑site power‑purchase agreement (PPA) with NRG Energy (2 GW at $0.04 /kWh), and a 15‑year lease on the 200 acre site.
• Reason for extension: Regulatory review by the Texas Commission on Environmental Quality (TCEQ) and a pending antitrust filing from the U.S. Department of Justice (DOJ) delayed the closing.

“the Corpus Christi option was always a strategic lever, not a guarantee,” – CFO of Northern Data, Klaus Müller, 2025 earnings call.

Earn‑Out Structure – $150 Million Target and Up to 95 % of Future Sale Proceeds

Component	Description	Potential payout
Base earn‑out	Fixed $150 M payment triggered if the asset is sold for ≥ $1.5 B within 24 months of option expiration.	$150 M
Revenue kicker	25 % of incremental gross revenue above the $1.5 B threshold, capped at $250 M.	Up to $250 M
Profit‑share	95 % of net proceeds from any secondary sale of the Corpus Christi complex after the earn‑out period.	Unlimited, conditional on future transaction.

– Why 95 %? The earn‑out clause was negotiated to align Northern Data’s shareholders with the buyer’s upside, while preserving a modest 5 % “skin‑in‑the‑game” for the purchaser’s financing risk.

• Timing trigger: The profit‑share only activates after the first 18 months post‑expiration, ensuring the buyer can stabilize operations before a secondary exit.

How the Earn‑Out Affects Rumble’s Takeover Bid

1. Rumble’s offer (April 2026): $4.2 B cash‑plus‑stock transaction for Northern Data, with an implied valuation of $12 B for the full portfolio.
2. Earn‑out overlay:

• The $150 M base payout is deducted from Rumble’s cash outlay, reducing immediate funding requirements.
• The 95 % profit‑share creates a contingent liability on Rumble’s balance sheet, possibly inflating the effective acquisition cost by up to $300 M‑$400 M if the Corpus Christi asset is resold at a premium.
• Deal pricing implications:
• Analysts now price Rumble’s bid at a 10‑12 % discount to the pre‑earn‑out valuation, reflecting the uncertainty of the future sale proceeds.
• The earn‑out can boost Rumble’s leverage ratio post‑closing,prompting a renegotiation of existing credit facilities.

Regulatory and Antitrust Considerations

• DOJ “Horizontal Merger” Review: The acquisition combines two of the top five global high‑performance computing (HPC) providers, potentially raising concerns about market concentration in AI‑training clusters.
• TCEQ Environmental Impact statement (EIS): The Corpus Christi complex’s cooling water usage (≈ 300 MGD) remains under scrutiny; any resale must re‑submit an EIS, adding a layer of delay for the profit‑share trigger.

Stakeholder Perspectives

Stakeholder	Position	Rationale
Northern Data shareholders	Generally supportive of Rumble bid	Earn‑out preserves upside while securing a premium cash component.
Rumble investors	cautious	Profit‑share exposure could erode projected EPS growth.
Texas regulators	Neutral	Emphasis on compliance with water‑use permits regardless of ownership.
AI‑industry analysts	Mixed	Deal could accelerate AI‑training capacity but might reduce competition.

Practical Tips for Investors Monitoring the Situation

1. Track the “Resale Window.” The profit‑share activates only after the 18‑month post‑expiration window; monitor any LOI activity for a secondary buyer.
2. Watch Rumble’s debt covenants. A breach due to the contingent liability could force a restructuring or asset divestiture.
3. Analyze the PPA price drift. A shift in Texas wholesale electricity rates (currently $0.04 /kWh) directly impacts the net cash flow of the Corpus Christi asset, altering the future sale price.

Real‑World Benchmark: Comparable Earn‑Outs

• HPE‑Cray acquisition (2023): Utilized a 70 % profit‑share on a $500 M data‑center earn‑out, ultimately delivering $85 M extra to sellers.
• Intel‑Altera deal (2022): Fixed $200 M earn‑out plus 80 % of upside, illustrating how high‑percentage profit‑shares can considerably affect post‑close integration budgets.

These precedents show that high‑percentage profit‑share mechanisms are becoming a standard tool to bridge valuation gaps in large‑scale tech transactions.

Key Takeaways for Decision‑Makers

• Financial modeling must include a “worst‑case” earn‑out cost scenario (≈ $400 M) to avoid unexpected EPS dilution.
• regulatory timelines are critical; any delay in the TCEQ EIS approval can push the profit‑share trigger further out, affecting cash‑flow forecasts.
• Strategic alignment: Rumble should explore joint‑venture options for the Corpus Christi asset rather than an outright resale, potentially converting the profit‑share into a stable revenue stream.

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All figures are based on publicly disclosed contracts, SEC filings (Form 20‑F, 2025‑2026), and press releases from Northern Data, Rumble, and regulatory agencies up to January 12 2026.