Csquare, Inc. (CSQR) IPO

Executive Summary

Csquare (CSQR) — a Brookfield-controlled North American colocation and interconnection platform — priced at $21.00 per share on 50,000,000 shares (~$1.05B gross), below the $23–27 marketed range (mid $25), per the Rule 433 FWP (accession 0001104659-26-084013). Trades Thursday, July 16 on the NYSE as CSQR.

1. 100% primary — no selling stockholders; Brookfield is not selling any shares in the offering. Priced $21.00 (below the $23–27 marketed range) per Rule 433 FWP (accession 0001104659-26-084013); ~$1.05B gross at 50M shares vs the $1.25B midpoint marketed. Net proceeds prorate accordingly (S-1 target was ~$1,187.5M at midpoint; over-allotment adds 7,500,000 shares).
2. Use of proceeds is deleveraging: ~$921M repays the revolving credit facility, a promissory note to the Brookfield Stockholder, and variable funding notes; ~$250M repays 2020-2 Class A-2 notes; remainder general corporate.
3. Platform scale (as of March 31, 2026): 64 sites, 21 major metros, ~389 MW sellable power capacity, >36,600 interconnection products, >1,700 customers; net revenue churn under 2%.
4. Revenue $987.0M FY2025; Adjusted EBITDA $390.0M (non-GAAP). Note: FY2024 GAAP net income of $458.5M was driven by one-off acquisition/non-operating gains — the business ran net losses in 2023 and 2025.
5. Leverage-heavy: ~$5.4B total debt and finance leases (as of June 30, 2026) against ~$390M FY2025 Adjusted EBITDA; long-term target leverage 6.0x–7.0x.
6. Controlled company: Brookfield holds ~67.1% of voting power post-offering and claims NYSE controlled-company governance exemptions, with approval rights over major actions until it falls below 20%.
7. Syndicate of 14 led by Morgan Stanley; includes Brookfield's own broker-dealer (Brookfield Securities LLC, marketed as Brookfield Capital Solutions) under a FINRA Rule 5121 conflict, with RBC as qualified independent underwriter.

How this Dossier is built

A Bellipo Dossier is built from the filing itself. We aggregate the company's S-1 and its amendments, extract the disclosures that move a deal, and compile them into a single structured brief — the financial statements normalized into comparable lines, the use-of-proceeds split between primary and secondary, the capitalization and ownership table, the underwriting syndicate, insider selling, the auditor and its prior engagements, and the ranked risk factors. Every figure is traced to the source filing rather than the press release. The result is a desk-grade read of what the company disclosed, not what it announced — in plain English, in about five minutes.

Company Information

Csquare is a North American carrier-neutral data-center platform providing colocation and interconnection services: 64 sites across 21 major metros with roughly 389 MW of sellable power capacity and more than 36,600 interconnection products serving over 1,700 customers (as of March 31, 2026).

How it makes money

Recurring-revenue colocation and interconnection: customers lease power and space under 1–7 year contracts with power pass-through and annual escalators; revenue durability shown by net revenue churn under 2% and ~33-month average remaining contract term. 70.6% of FY2025 net operating income came from owned sites.

The Bellipo Take

A real AI-era data-center platform wrapped in a sponsor-controlled, deleveraging IPO — strong asset, complicated structure.

1. Real scale in the right category.64 data centers, ~389 MW, >1,700 customers, sub-2% net revenue churn, ~33-month average remaining contract term — a durable interconnection platform with AI/HPC rising to ~15% of monthly recurring revenue.
2. Sticky, escalating contracts.1–7 year contracts with power pass-through and annual escalators; 70.6% of FY2025 NOI from owned (not leased) sites — the higher-quality, higher-margin base.
3. Not a sponsor cash-out.100% primary; Brookfield sells nothing here. The equity raised strengthens the balance sheet rather than handing an exit to insiders.

1. The money leaves the building.~$1.17B of net proceeds repays debt — including a $75M note to a Brookfield entity and securitized notes — so this is deleveraging, not growth capital. Equity holders fund a stronger balance sheet, not expansion.
2. Leverage is the whole risk.~$5.4B of debt and finance leases against ~$390M Adjusted EBITDA, with a 6.0x–7.0x target. Data centers are capital furnaces; rate and refinancing exposure is structural.
3. Brookfield runs it.~67.1% voting control, controlled-company exemptions (no fully independent board/committees), veto rights to <20% ownership, and its own broker-dealer in the syndicate under a Rule 5121 conflict.

Bottom line

Buy the AI data-center thesis if you want it — but know you're buying a leveraged, Brookfield-controlled platform doing a deleveraging IPO, not a growth-funded independent. The asset is real; the structure is the fine print that matters.

S-1 Deep Dive

Business overview

Csquare operates carrier-neutral data centers — leasing power, space, and interconnection to a broad customer base rather than to a single tenant. As of March 31, 2026 it ran 64 sites across 21 metros with ~389 MW of sellable power capacity and >36,600 interconnection products for >1,700 customers. No single customer exceeded 7% of FY2025 revenue; hyperscalers were ~11% of monthly recurring revenue and AI/HPC ~15% (with 80% of the ten largest 2025 deals AI/HPC-related). Since 2022 the company has deployed roughly $1.8B on upgrades and acquisitions and converted 13 previously leased sites to owned.

Use of proceeds

Primarily deleveraging: approximately $921.0M to repay the revolving credit facility, a promissory note owed to the Brookfield Stockholder, and Series 2024-1 variable funding notes; approximately $250.0M to repay Series 2020-2 Class A-2 notes; the remainder for general corporate purposes. This is a balance-sheet raise, not a growth-capital raise.

Key terms

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