Inside a $10 Billion Deal: Power Purchase Agreements, Three-Tier Contracts and Refinancing, Oh My! 

Read on for a recap of StructureFlow’s webinar that dissects a recent transaction between Brookfield and Microsoft, featuring Ed Boal and Chris Haley of FinTop Capital. Access the recording below.

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When Microsoft and Brookfield announced their landmark renewable energy framework in May 2024, the press coverage focused on the headline figure: $10 billion, 10.5 gigawatts, a historic commitment to clean power. What got far less attention was the extraordinary structural complexity beneath that headline and what it signals about where infrastructure finance is heading.

In a recent webinar hosted by StructureFlow, Chief Client Officer Ed Boal and Chris Haley, partner at FINTOP Capital, walked through the anatomy of the deal in detail. They drew on publicly available filings to map out how one of the world’s largest technology companies became the anchor investor in a multi-jurisdictional renewable energy development program.

Why This Deal Exists: The AI Energy Problem

The conversation began not with the deal itself, but with the problem driving it.

Chris Haley framed the issue bluntly: AI cannot scale without power, and power is now the binding constraint on the industry’s growth. Global data centre electricity consumption is projected to nearly double, reaching approximately 945 terawatt hours by 2030, roughly equivalent to the total energy consumption of Japan. Hyperscalers are already spending upwards of $250 billion annually on data centre infrastructure, and yet availability of power, not capital, is what is holding back expansion.

Ed Boal added a striking illustration from the week of the webinar: Google had disclosed on its quarterly earnings call that it could have delivered ten times the performance it achieved had sufficient compute and energy been available.

This is the backdrop against which the Brookfield–Microsoft deal was conceived and executed.

A New Category of Transaction

Both speakers were emphatic that the deal does not fit neatly into any existing template. It is not a conventional power purchase agreement, not a standard project finance deal, and not a straightforward strategic partnership. It sits, as Haley put it, “at the intersection of infrastructure, private credit, and corporate M&A”, and may represent the defining example of an entirely new category: the long-term corporate energy framework.

By contrast, the $27 billion deal between Meta and Blue Owl Capital, which was larger in dollar terms but structurally simpler, was essentially a sale-and-leaseback arrangement. Blue Owl financed and owned the data centre infrastructure while Meta leased it back. The Brookfield–Microsoft transaction is something different: a commitment by a technology company to act as anchor off-taker for a renewable energy development program spanning multiple jurisdictions, technologies, and legal structures.

The Brookfield Ownership Stack

One of the webinar’s more striking revelations was that Brookfield did not build its delivery capacity from scratch to win this contract. The groundwork had been laid two years earlier through a series of strategic acquisitions:

• Scout Clean Energy, a wind and solar developer
• Urban Grid, a utility-scale solar developer
• X-ELIO Energy, a solar developer based in Spain

These companies, sitting within Brookfield Renewable Partners’ corporate structure, came with their own development pipelines, interconnection rights, project teams, and regulatory licences across North America and Europe. When Microsoft signed with Brookfield, it was contracting not with a single entity but with a layered structure of operating companies, each with distinct capabilities and, importantly, distinct legal identities.

Haley underscored why this matters for investors and advisors alike. In any complex transaction, understanding who you are actually contracting with and how the money flows through the structure is essential to underwriting the deal correctly. Risk and reward analysis only works if the counterparty relationships are clearly understood.

Three Tiers of Contractual Structure

Boal broke the transaction down into three distinct tiers, each building on the one beneath it.

Tier 1: The Global Framework Agreement

At the top sits the master agreement between Microsoft and Brookfield Asset Management: the headline-grabbing $10 billion commercial commitment. While the specific terms (exclusivity provisions, delivery milestones, termination rights, pricing mechanics) remain confidential, this agreement establishes the overarching relationship and commercial intent.

Tier 2: Individual Power Purchase Agreements

Beneath the framework sit individually negotiated power purchase agreements (PPAs) between specific Brookfield project SPVs and Microsoft entities. These are the instruments that give the framework its legal and commercial substance.

Each PPA serves three distinct functions simultaneously. 

• First, it is a revenue contract determining how Microsoft pays for the energy it off-takes, either through a physical PPA (direct energy delivery with cash payment) or a virtual PPA (financial settlement based on price differences). 
• Second, it is a credit support instrument enabling each project SPV to raise the debt financing required to build the facility. 
• Third, it is the trigger for tax credit eligibility under the US Inflation Reduction Act: without a qualified off-take contract in place, the project cannot access the tax incentives that make the economics work.

In other words, the PPA is not simply a commercial arrangement. It is the linchpin of the entire financing structure. Remove it, and the capital stack collapses.

Tier 3: Project Finance

At the base of the structure sits the project finance arrangement for each individual renewable energy facility. This involves equity from Brookfield’s operating platforms and co-investors flowing into a project SPV, alongside a non-recourse debt facility from senior lenders, tax equity investment, and credit buyers.

Boal noted an intriguing possibility that has not been publicly confirmed: under the Inflation Reduction Act, Microsoft could potentially act as both the power off-taker under the PPAs and the tax credit buyer under the same projects. If so, the net cost of Microsoft’s $10 billion commitment could be substantially reduced by the value of the credits recovered — a structurally elegant outcome that would also reshape the commercial dynamics of the entire transaction.

The Refinancing Dimension

One further dimension of the deal that received relatively little public attention: the PPAs did not only enable new project development. By committing an investment-grade off-taker like Microsoft to assets that Brookfield had already acquired prior to the deal, Brookfield was able to refinance its existing debt facilities and extract additional capital on the back of the improved credit profile those contracts created.

The deal, in other words, worked backwards as well as forwards, simultaneously funding new development and unlocking additional value in the existing portfolio.

What This Means Going Forward

Both speakers concluded that transactions of this kind will become increasingly common, not exceptional. Haley framed it around three qualities he sees as essential: 

• Creativity, to solve problems of this scale
• Complexity, which creativity inevitably produces
• Clarity, which is what practitioners will need to master that complexity

Boal’s observation was pointed: deals of this nature cannot be effectively communicated through a press release or an SEC filing, and they cannot be governed through static documentation alone. Entities, relationships, instruments, and cash flows need to be visible – and they need to stay visible as the project evolves. 

For further thoughts on what this means for the future of large-scale energy partnerships, and to see Boal and Haley walk through this complex deal in full, access the recording.

Access the recording:

This article is based on a StructureFlow webinar recorded on 6 May 2026. The structural analysis draws on publicly available information; the specific contractual terms of the Brookfield–Microsoft agreement remain confidential. Neither Haley nor Boal are registered investment advisors and any analysis is intended for illustrative purposes only.