Oracle’s Force Majeure Notice on Project Jupiter

Bloomberg News reported this week that Oracle sent a force majeure notice to Stack Infrastructure, the developer of Project Jupiter, the AI data center campus under construction near Santa Teresa in Doña Ana County, New Mexico, where Oracle is the anchor tenant. El Paso Matters, citing Bloomberg, reported that the notice could let Oracle delay some rent payments for up to three years if the campus’s power supply is not ready on time, and that Stack is owned by Blue Owl Capital. PSV has not seen the notice, and neither Oracle nor Stack has published it, so its terms are reported here as they were reported, not as a verified document. Oracle did answer on the record. Its spokesman Michael Egbert told reporters that “force-majeure notices are commonplace in developments of this scale and are often used to preserve contractual rights among project partners,” that they do not by themselves establish a project delay or change delivery expectations, and that Project Jupiter remains on schedule. Stack did not respond to reporters’ requests for comment.

The primary records show what the notice is protecting against. Doña Ana County’s Project Jupiter page lists STACK Infrastructure and BorderPlex Digital Assets as the parties, a minimum initial investment of $50 billion and up to $165 billion over 30 years, industrial revenue bonds issued in Series 2025A, 2025B and 2025C under Ordinance No. 367-2025, and a schedule of construction from the fourth quarter of 2025, initial operations in the fourth quarter of 2026 and Phase 1 completion in the third quarter of 2028. Oracle’s July 28, 2026 release says the campus will run on Bloom Energy fuel cells through an onsite microgrid, replacing previously planned gas turbines and diesel generators, that Oracle will pay for the project’s energy infrastructure and electricity, and that the project will pay $12 million a year to the county and local schools through the industrial revenue bond. Its footnote is the sentence that matters now: Oracle’s commitments and projections for tax revenues, jobs, investment and economic impact “assume the air permit and pipeline are approved, as originally planned.” Neither is. On July 14, Commissioner of Public Lands Stephanie Garcia Richard denied Energy Transfer’s request to reconsider the State Land Office’s March 20 cancellation of two rights-of-way and a business lease for the Green Chili Lateral, a buried 24-inch gas line of about 17 miles meant to carry 400 million cubic feet a day to the site. El Paso Matters reports that the state air permit for the fuel cell plant has not been issued and that the pipeline’s expected in-service date has moved to February.

A build-to-suit data center is financed against the day rent starts. Force majeure is the clause that decides who carries the cost when that day moves for reasons neither side controls, and a permit refused by a state agency is the kind of event tenants argue fits. If the reported three-year deferral is right, the risk of a late power supply sits with the landlord and its lenders, whose construction interest keeps accruing while rent does not. El Paso Matters, again citing Bloomberg, reported an $18 billion loan to Oracle from a consortium of almost 20 banks tied to the project; PSV could not confirm the facility in a primary record. The scale of the exposure across the market is in Oracle’s own filing. Its Form 10-Q for the quarter ended August 31, 2026 reports $288 billion of additional lease commitments, substantially all data center arrangements, that had not yet commenced, generally expected to start between the second quarter of fiscal 2027 and fiscal 2029 on terms of fifteen to nineteen years. Against $34.6 billion of operating lease liabilities on the balance sheet, that computes to about 8.3 times as much rent still waiting for buildings to be delivered.

The same filing shows why Oracle would want the option. In the quarter, capital expenditures were $28.5 billion against $23.1 billion of cash from operations, which computes to about $5.4 billion more going out than the business brought in, and the company raised $19.9 billion by selling common stock through an at-the-market program. The 10-Q also says Oracle has “flexibility in managing the timing of certain discretionary capital expenditures.” None of that says Oracle wants out of New Mexico, and the company says the opposite. It does say that a tenant with $288 billion of uncommenced leases has every reason to keep its timing rights intact, and every landlord and lender in those deals should assume their tenant is reading its force majeure clauses the same way.

The artifact is a power dependency register, one row per hyperscale or build-to-suit lease that a firm owns, lends against, is buying or is developing. Inputs: the executed lease and its amendments, the development agreement, the loan agreement’s completion and rent commencement covenants, any incentive or bond documents such as an industrial revenue bond lease, and the public record for each permit the power plan depends on. Output, per lease: the rent commencement trigger; the delivery date and any outside date; whether the force majeure definition names governmental action, permit denial or utility and fuel supply; notice requirements and the maximum deferral; any tenant termination right after a stated delay; and, beside those, each required permit with its agency, docket or application number, current status and the date of the last action, with the page cite for every term.

The reviewer is lease counsel with the credit or asset management lead, and the gate is that no reserve, valuation or lender communication moves on the register until counsel has read the clause text behind every row. An assistant does the volume work well: extracting the same eight terms from hundreds of pages of leases, flagging clauses that differ from the firm’s form, and checking public agency pages weekly for new decisions like the State Land Office letter. It should not decide whether a given event qualifies as force majeure, estimate the odds of a permit, or tell a lender what to reserve. PSV ran no model on these documents, tested no product, and promises no outcome.