Fermi America, a Texas-based company aimed at developing near Amarillo one of the largest data centers in the world, raised $682.5 million in an initial public offering that placed the company, nearly simultaneously, on both the Nasdaq and London Stock Exchanges.
The company, cofounded by former Texas governor Rick Perry and Texas entrepreneur Toby Neugebauer, sold 32.5 million shares at $21 per share, valuing the company at more than $13 billion only months after it was formed.
Shares for the company, established as a real estate investment trust, are trading on the Nasdaq Global Select Market on Wednesday (Oct. 1) and on the London Stock Exchange on Thursday (Oct. 2) under the ticker symbol “FRMI.”
Haynes Boone is advising Fermi and Vinson & Elkins is counsel to the underwriters, which include UBS Investment Bank, Evercore ISI, Canor and Mizuho as book-running managers. Macquarie Capital, Rothschild, Stifel, Truist Securities, Berenberg and Panmure Liberum are bookrunners. Ocean Wall is advising on the offering on the London Stock Exchange.
Core to the offering is Fermi’s intent to build in West Texas a 5,236-acre, grid-independent, hybrid-powered, 11-gigawatt hyperscale data center campus that would become a major hub for the development and operation of next generation artificial intelligence.
Dubbed Project Matador, the facility would power 15 million square feet of artificial intelligence facilities with an evolving combination of the nation’s largest combined-cycle natural gas plant facility, solar power, utility grid power, battery energy storage and a nuclear power plant to be named after President Donald Trump.
Nick Davis, co-managing partner of Haynes Boone’s London office, said the dual listing came at the insistence of Neugebauer, the company’s CEO.
“Although the site is in Texas, the AI data that will be produced by this project will be enjoyed around the world. And he [Neugebauer] wanted to make sure that investors on our side of the pond and probably further east were able to invest in a market that they were familiar with and the time zone that worked for them. And he was very keen to tap into a pool of investors in the European and the Middle East and the global market, some of whom may be more familiar with the London Stock Exchange than the NASDAQ,” Davis said.
“Look, this is a novel transaction, to put it mildly. I’ve been marketing the London market, working very closely with the London Stock Exchange for the last 20 years, seeking to attract quality international companies to come list in London. And so, what we’ve managed to do is what nobody’s been able to do in the last … well, in living memory.”
Offering the company as a REIT may have been one of the least exotic parts of the transaction, said Logan Weissler, a Haynes Boone senior associate in Dallas who worked on the deal. Many of the larger data center operations are operated from the REIT structure or began as REITS. And REITs are common on the London Exchange.
“REITs exclude or are de facto exempt from FIRPTA (Foreign Investment in Real Property Tax Act) taxes,” said Weissler. “So, REITs are tax-efficient vehicles for offshore investors as well. And so, it’s part of the same story of attracting international pools of capital into what is a global project.”
Weissler said the primary difficulty in bringing the IPOs may have been its own, “logarithmic growth.”
“How do you talk to the SEC, how do you talk to your legal counterparties about a company that’s growing from day one, you know, in nine months to what’s a thirteen-billion-dollar valuation. How do you advise around that? How do you sell that, you know?”
Fermi America was founded in January. In the nine months since, Fermi has signed a lease agreement with Texas Tech University for the Amarillo location and, perhaps more importantly, recently obtained letters of intent for Siemens Energy to supply 1.1-gigawatt F-Class generation equipment sometime next year, and then to integrate more turbines for the company’s planned nuclear-power generation.
Weissler said the problem of Texas power grid constraints faces every entity developing data center campuses. While it was probably no coincidence that Gov. Perry served as U.S. secretary of energy in the first Trump administration, the Fermi America group was able to overcome obstacles of time and money to create a viable operation ready for the capital markets in an astonishing amount of time.
All three lawyers credit Neugebauer, who managed to put together the money, the land and a queue for equipment delivery that makes the company’s 2026 early phase startup a credible, if ambitious, possibility — credible enough for lenders, advisors and investors, they said, to look past the proxy disclosures regarding the continuing disputes surrounding the 2023 bankruptcy of another of his companies, GloriFi.
“They (Neugebauer and his partners) put that together before anybody else did, and they did it just in time,” Weissler said. “We’ve had these two independent ideas. We don’t have power; we need power. What do we do? And that’s what made this so interesting. I just think it’s brilliant.”
Matt Fry, who led the U.S. side of the deal, said that the success of the IPO extends, even, beyond the credibility of Project Matador: “It speaks to the health of the capital markets right now.”
In May, Fry and Weissler advised American Integrity Insurance on its IPO. Since then, he said, he’s witnessed a healthy resurgence of the U.S. IPO market.
“And there’s been a pretty solid performance by many of the companies that have gone public,” Fry said. “So that creates another opportunity here for them to be able to finance this through a public offering instead of going private.”
Davis said he expects the deal to be particularly important for the London Stock Exchange, which he described as “barren for IPOs for a long time.”
“There’s been a real downturn,” said Davis. “It’s been a very, very difficult market. And so, over the last two and a half years, the government and the regulator have spent a lot of time reforming our listing rules, to try and make it possible for a company like Fermi — who doesn’t have a track record, three years accounts, is a new company — to list in London on the main market. And this deal is very much proof that those reforms have worked.”
In addition to Fry, Davis and Weissler, the Haynes Boone capital markets team included Robert Bines-Black, a partner in the London office.
Other members of the Haynes Boone team included David McClellan, Ravina Mahajan, Mike Haden and Alexandria Pencsak, along with Sakina Rasheed Foster, Gilbert Porter, Matt Frankle, Cody Cravens, Joy Su, Larry Shosid, Susan Wetzel, Scott Thompson, Tom Hogan, Michael DePompei, Sam Lichtman, Diana Liebmann, Phil Lookadoo, Mary Mendoza, Victor K. Salazar and Raquel Alvarenga.
The Vinson & Elkins team was led by partners Daniel LeBey and Dave Oelman, and associate Glen Taylor, with assistance from senior associate Bekah Briggs and associates Selena Govan and Kayla Duperrouzel. Others from V&E’s team included Lina Dimachkieh, Paige Anderson, Lauren Nieman, Erin Fant, Russell Oshman, Courtney Hammond, Victoria Short, Molly Ellisor, Sean Becker, Andrew Cox, Dario Mendoza, Keira Kuntz, Henry Crowell, Jeffrey Jakubiak, Winston Skinner, Ryan Hoeffner, Jon Niermann, Kelly Rondinelli, Alexa Chally and Sean Dao.