Long-term contracts and intangible assets in artificial intelligence infrastructure

Crusoe, a data centre developer and artificial intelligence infrastructure provider, raised US$ 3 billion in a round led by Atreides Management and Valor Equity Partners at a US$ 30 billion valuation, according to Bloomberg as reported by TechCrunch. Ten months earlier, the company had raised US$ 1.38 billion at a US$ 10 billion valuation.

For anyone valuing this kind of business, the relevant question behind the jump is what keeps the installed capacity in use for years. An AI infrastructure provider depends on capacity contracts with customers, on energy contracts and on grid connection rights, and these instruments secure the cash flow the market is pricing. When such an asset changes hands, the purchase price allocation has to put a name and a number on each of them, and this article works through that exercise.

Key contracts and rights

Three families of contracts hold most of the economic value of an AI data centre.

The first is capacity contracts with customers. Under colocation (leasing space and power for customer equipment), GPU-as-a-service (selling installed computing capacity) and build-to-suit for hyperscalers (purpose-built facilities for the large cloud providers), the customer reserves electrical power, space or computing capacity for terms that usually run from five to fifteen years. The contracts carry take-or-pay clauses, under which the customer pays for reserved capacity even when it goes unused, along with indexed price adjustments and termination penalties. This contracted reservation is what allows the operator to finance construction.

The second is energy contracts. In the Brazilian free energy market, the operator buys power through long-term PPAs or self-generation structures. The price fixed in these contracts, compared with the market price at the valuation date, may represent a significant economic advantage or disadvantage.

The third is the right to access and use the transmission and distribution grid, which in Brazil has come to limit the pace of expansion. In February 2026, the National Electric System Operator (ONS) formalised 43 requests from large consumers for access to the Basic Grid, 38 of them data centre projects totalling approximately 7 GW of demand. The National Policy for Access to the Transmission System, established by Decree 12,772 of 5 December 2025, now organises the entry of large loads through Access Seasons, with a financial guarantee attached to each request and, under the guidelines in public consultation, competitive processes ranked by the highest premium offered in reais per kW of requested capacity. A connection right already granted, at a point with available margin, is today a scarce asset with a trading value of its own.

CPC 15 (R1), aligned with IFRS 3, recognises an intangible asset separately from goodwill when it arises from contractual or legal rights, or when it can be separated from the entity and sold, transferred or licensed. All three families meet the contractual-legal criterion, and connection rights often meet the separability criterion as well, given third-party interest in acquiring them.

Customer contracts

The appropriate method for capacity contracts is the Multi-Period Excess Earnings Method, or MPEEM. The logic is to isolate the cash flow the contracts generate after compensating every other asset that contributes to that flow. The work requires a period-by-period projection of contracted revenue, including the stub period in the acquisition year, a survival curve per customer reflecting the probability of renewal at the end of each contract, directly attributable cost lines and contributory asset charges calculated asset by asset.

The typical contributory assets in a data centre are the property and the electrical and cooling infrastructure, IT equipment, working capital, the assembled workforce and operating technology. For fixed assets, the charge has two components. The return on invested capital compensates the owner of those assets for their use, and the return of capital replaces what is consumed, since GPUs and cooling systems wear out over the contract term. The Appraisal Foundation guidance on contributory assets remains the reference for building these charges.

The following example illustrates a single year of a capacity contract, using hypothetical figures.

The return of capital (40.0) is lower than depreciation (60.0) because the former reflects the economic replacement capex over the useful life of the installed base, while depreciation follows tax rates. Applied over a remaining term of eight years, with declining survival and discounting at a rate consistent with the contract risk, the present value of these excess earnings falls between R$ 45 million and R$ 55 million before the tax amortisation benefit, depending on the renewal curve adopted.

The example shows that, in capital-intensive assets, the fixed asset charge absorbs most of the cash flow and the contract value is a relatively narrow slice. An understated charge, or a cash flow collapsed into a single line with uniform retention, produces an inflated customer intangible and artificially low goodwill.

The credit risk of the anchor customer also has to enter either the discount rate or the survival curve, without double counting. Revenue concentration in one or two contracts, common in build-to-suit for hyperscalers, turns the renewal analysis into a study of that specific customer's capacity strategy, where average churn statistics offer little help.

Energy contracts

In a business combination, an energy contract is recognised at the difference between the contracted price and the market price at the valuation date, discounted over the remaining term. A contract that secures energy below market gives rise to an intangible asset, and a contract priced above market gives rise to an unfavourable contract liability, which reduces the net assets acquired and increases goodwill.

Before running this calculation, the contract has to be classified. A PPA that qualifies as a financial instrument under CPC 48 (IFRS 9), because it does not meet the own-use exemption, is already measured at fair value on the acquiree's balance sheet and leaves no intangible to allocate. The intangible analysis applies to physical supply contracts intended for the data centre's own consumption.

Consider a PPA for 15 average MW at R$ 180 per MWh, with six years remaining, and a market price curve for the same consumption profile at R$ 230 per MWh. The annual difference is R$ 6.6 million, and its present value at a real rate of 10% a year is approximately R$ 28.6 million before tax and R$ 18.9 million after tax. The same calculation, with a contracted price above market, produces a liability of the same size.

The market curve, the most sensitive assumption in this calculation, has to come from observable quotes in the free market for the contract horizon, and the valuer should document the source and date of each point on the curve. An assumption labelled as a valuer's convention does not support this calculation.

The energy contract and the connection right are distinct assets, since the first concerns the price of the energy consumed and the second the physical capacity to receive it at a given point on the grid. A data centre may hold a granted connection without a supply contract, and vice versa. In acquisition PPAs, treating the two as one tends to understate the value of the access right, which at congested points may be worth more than the price advantage of the energy contract.

Licences, permits and the Brazilian regulatory framework

Beyond grid access rights, the scope of a transaction includes other instruments to examine.

Environmental and land use licences determine where a data centre can be located. In dense urban areas, licensing can take years, and a valid installation licence on a site with available infrastructure has a value measurable by the cost and time a buyer saves compared with starting from scratch.

The access opinion and the transmission or distribution system use agreement define the power made available, the connection point and the timeline, and they are the documentary basis of the connection right discussed above. The term of these instruments is a sensitive point, because after Decree 12,772/2025 the effectiveness of access opinions with load horizons beyond 2029 came under dispute before ANEEL, the electricity regulator, which granted injunctions preserving capacity reservations in specific cases. A connection right whose horizon is under regulatory dispute is worth less than one with a firm term, and the valuation has to reflect that uncertainty.

The sector tax regime is the third instrument. On 1 September 2026, the Senate approved Bill 278/2026, which establishes the Special Tax Regime for Data Center Services (Redata) and restores the content of Provisional Measure 1,318/2025, which lapsed in February. The bill has been sent for presidential approval. The regime provides for the suspension of PIS/COFINS, IPI and, for goods without a domestic equivalent, Import Duty on the purchase of equipment for fixed assets, for five years, conditional on investment commitments, energy from renewable or low-emission sources and a minimum offer of processing capacity to the Brazilian market.

For valuation purposes, enrolment in the regime lowers the replacement cost of equipment and changes the value of fixed assets and, consequently, the contributory asset charges. Enrolment is unlikely to qualify as a separate intangible, because it cannot be transferred, and its effect on replacement cost belongs in the valuation of fixed assets.

In all these cases, the starting point is reading the original instruments. The term, the maintenance conditions and transferability upon a change of control determine whether there is a recognisable asset and for how long it produces benefits.

Useful life and amortisation

The useful life of a contractual intangible starts from the remaining contract term, and CPC 04 (R1), aligned with IAS 38, allows renewal periods to be included only when there is evidence that renewal will occur without significant cost. In data centres, evidence of renewal comes from the operator's own track record and from the customer's switching cost, which is high for model training workloads and tends to be lower for inference workloads.

A second constraint, often overlooked in valuation reports, is equipment obsolescence, which limits the economic duration of capacity contracts. A ten-year contract anchored on one generation of GPUs requires at least one complete replacement of the installed base over its term, and the projection has to reflect that capex. If the contract does not pass the cost of technology upgrades through to the customer, the margin in the second cycle differs from the first, and the intangible is worth less than a linear extrapolation would suggest.

Amortisation of intangibles recognised in a business combination creates a deferred tax liability, which reduces the net assets acquired and increases goodwill. In Brazil, Law 12,973/2014 makes the tax deductibility of fair value step-ups and goodwill conditional on a report prepared by an independent appraiser and filed within the legal deadlines, which gives the allocation work a direct tax effect.

Residual goodwill

Goodwill is the difference between the price paid and the net fair value of the identified assets. In a contracted business, with capacity sold for years and energy secured, high goodwill indicates that something was left out of the identification or that the price embeds expectations the existing contracts do not explain.

Legitimate explanations for the residual are the pipeline of capacity not yet contracted, the value of the operating platform and of hyperscaler relationships, the assembled workforce, which is not recognised separately, and buyer-specific synergies. Each of them should be named in the reconciliation between approaches.

Each identified asset has been assigned a rate of return, and the average of those rates weighted by the value of each asset, known as the WARA, should sit close to the cost of capital implied by the transaction price. If the two diverge, the contributory asset charges or the value of some intangible are wrong, and residual goodwill is absorbing the error.

Returning to Crusoe, what an investor would examine between one round and the next is the contracted capacity, the secured energy and the sites with viable connections. This is the kind of information that supports a defensible purchase price allocation.

How we can help

CBG Valuation Services is an independent valuation boutique, with a strong team of consultants based in its Rio de Janeiro and São Paulo offices. The firm works across three disciplines, Business & Intangibles Valuation, Real Estate Appraisal and Machinery & Equipment, which in AI infrastructure and data centres work together on purchase price allocations, fixed asset valuations reflecting applicable tax regimes, the measurement of customer and energy contracts using methodologies such as MPEEM and With and Without, and the review of valuation reports prepared by third parties for fund administrators, auditors and investment committees.

Our work is prepared under IVS, CPC and IFRS, with working papers that can be rebuilt from raw data to conclusion. CBG is one of the few Brazilian firms that are members of the IVSC, and its team holds MRICS and RICS Registered Valuer credentials.

Carlos Bernardo Gonçalves, MRICS, is Managing Partner of CBG Valuation Services.