New Era Energy & Digital to acquire 50% interest in Texas Critical Data Centers

New Era Energy & Digital announced that it has entered into a binding agreement to acquire Sharon AI’s 50% ownership interest in Texas Critical Data Centers. Upon closing, the transaction will result in New Era owning 100% of the development. TCDC is the company’s 1+ gigawatt hyperscale data center development located in Ector County outside Odessa, Texas. Under the binding agreement, New Era will acquire Sharon AI’s entire 50% ownership interest in TCDC for total consideration of $70M, structured across a combination of cash, equity, and a senior secured convertible promissory note. The $70M consideration is structured as follows: an upfront cash payment of $10M, expected to be financed through loans or other non-equity financing arrangements. This component does not involve the issuance of New Era equity and is expected to be non-dilutive to existing shareholders. A one-time deferred equity issuance with a fixed value of $10M, payable on March 31, 2026, representing a time-defined equity obligation with dilution limited by the fixed value and deferred settlement. A $50M senior secured promissory note maturing June 30, 2026, of which $40M of the principal amount constitutes non-convertible debt. This instrument provides for a limited equity conversion right, rendering the financing minimally dilutive at the corporate level. The transaction is subject to customary approvals, and New Era will provide additional updates as the transaction advances and commercial discussions continue to progress. Upon closing, the transaction will bring TCDC under a single ownership structure as it enters its next phase of development. Management believes full ownership, combined with a strategic shift from a neocloud model to a “pick-and-shovel” approach, will support faster execution, clearer decision-making, and durable long-term value creation. In parallel with the ownership agreement, New Era has also closed on the acquisition of an additional 203 contiguous acres adjacent to the TCDC site. The purchase expands the total development footprint to 438 acres, strengthening TCDC’s ability to support a large-scale, multi-phase 1+ gigawatt AI and HPC campus.