Csquare filed Amendment No. 2 to its Form S-1 on July 6, 2026, offering 50 million shares at $23 to $27 on the New York Stock Exchange under the ticker CSQR (S-1/A cover). At the $25 midpoint, that is a $1.25 billion offering with roughly $1.187 billion in net proceeds, of which $1.171 billion (approximately 99%) is earmarked to repay existing debt (S-1/A Use of Proceeds).

The company owns 64 carrier-neutral colocation data centers across 21 metros in the U.S., Canada, and the U.K., with 389 megawatts of Sellable Power Capacity, 36,600+ interconnection products, and 1,700+ customers as of March 31, 2026 (S-1/A Summary). Nearly all of that portfolio was acquired in the past 27 months.

The origin story

Csquare is legally BIF III US Aggregator (Delaware) LLC, formed on May 25, 2018 as a Brookfield Infrastructure Fund III entity (S-1/A). It converted from an LLC to a Delaware corporation on June 15, 2026, three weeks before this filing.

The current portfolio came from two acquisitions:

  • January 12, 2024: 42 retail colocation and interconnection data centers acquired from Cyxtera Technologies, Inc. and certain of its subsidiaries under an Asset Purchase Agreement dated October 31, 2023, signed during Cyxtera's Chapter 11 proceedings. Cash paid was less than the fair value of the net assets acquired, resulting in a $544.1 million bargain purchase gain (S-1/A Notes to Financial Statements).
  • October 1, 2025: 10 additional data centers in the United States and Canada (the Compass Datacenters portfolio), including $743.0 million of related asset-backed securitized notes (S-1/A MD&A).

The Cyxtera deal alone drove revenue from $198.3 million in 2023 to $907.6 million in 2024, a 358% year-over-year increase (S-1/A Summary).

The people running it

Spencer Mullee, 64, has been CEO since 2023. Before Csquare, Mullee was CEO of Evoque, the Brookfield-owned successor entity to the acquired Cyxtera portfolio. Earlier he founded DCI Data Centers, an Australia and Asia-Pacific data center developer, in 2001 and served as its CEO and COO through 2019 (S-1/A Management).

Steven Cook, 43, has been CFO since 2023 after joining Evoque in 2021. Prior stops at Wells Fargo, Rent-A-Center, and HundredX (S-1/A Management).

Sean Charnock, 49, has been COO since 2025. Before Csquare he was CEO of Faction from 2018 to 2023 and, earlier, the founder of SoftLayer Technologies, an early cloud and IaaS operator (S-1/A Management).

Board chair John Hellmann is a Vice Chair in Brookfield's Infrastructure Group and Executive Chairman of Genesee & Wyoming, a Brookfield-owned railroad where he was CEO from 2007 to 2023. Director Udhay Mathialagan is CEO of Brookfield's Global Data Center group. Director Phil Kelley was EVP of Corporate Development at Crown Castle from 2008 to 2024, where per the filing he "led over $30 billion in acquisitions" (S-1/A Management).

By the numbers

  • Revenue: $987.0 million (2025), $907.6 million (2024), $198.3 million (2023). Q1 2026: $270.5 million, up 16% year over year (S-1/A Summary).
  • Net income (loss): $(119.9) million (2025), $458.5 million (2024), $(79.7) million (2023). Q1 2026 net loss: $66.0 million (S-1/A). The 2024 net income figure included the $544.1 million bargain purchase gain from the Cyxtera acquisition.
  • Adjusted EBITDA: $390.0 million (2025), $288.7 million (2024), $18.1 million (2023). Q1 2026: $108.3 million (S-1/A).
  • Bookings: $205.3 million (2025), $141.8 million (2024), $45.3 million (2023). Q1 2026: $64.2 million, up 46.7% year over year (S-1/A Business).
  • Liquidity: $357.6 million total as of March 31, 2026 (S-1/A Summary), including $313.2 million cash and restricted cash and $91.0 million undrawn on the $800 million Revolving Credit Facility.
  • Pro forma net tangible book value: negative $1,176.1 million, or negative $11.32 per share, as of March 31, 2026 (S-1/A Dilution).
  • The top 50 customers "have maintained relationships with us for more than 12 years" per the filing (S-1/A Summary), a period that predates Csquare's ownership of the portfolio by roughly a decade.

What could break

Geographic concentration. The top five metros account for approximately 61% of annualized recurring revenue: Chicago 17%, Silicon Valley 13%, New Jersey 11%, Northern Virginia 10%, and Dallas 10% (S-1/A Risk Factors).

Controlled company. After the offering, Brookfield will beneficially own approximately 67.1% of Csquare's voting power (or 64.0% with the full over-allotment) (S-1/A Risk Factors). Csquare will qualify as a "controlled company" under NYSE rules and be exempt from certain independence requirements. Until Brookfield's stake falls below 20%, its written consent is required for material acquisitions, dispositions, equity and debt issuances, and mergers (S-1/A).

Underwriter conflicts of interest. Affiliates of Morgan Stanley, TD Securities, Wells Fargo, BMO Capital Markets, and Scotiabank are lenders under the Revolving Credit Facility or holders of the Series 2024-1 Variable Funding Notes and will each receive 5% or more of the net proceeds through debt repayment. Brookfield Securities LLC is both a joint bookrunner and a Brookfield affiliate holding more than 10% of the outstanding equity, and Brookfield is the lender under the Promissory Note being repaid. RBC Capital Markets serves as qualified independent underwriter under FINRA Rule 5121 (S-1/A).

The offering

  • Shares offered: 50,000,000, plus a 7,500,000-share over-allotment option (S-1/A cover).
  • Price range: $23.00 to $27.00 per share; midpoint $25.00.
  • Gross offering at midpoint: $1.25 billion. Net proceeds: approximately $1,187.5 million (or $1,365.6 million with the over-allotment).
  • Use of proceeds (S-1/A Use of Proceeds): $921.0 million to repay the Revolving Credit Facility, the Promissory Note held by Brookfield, and the Series 2024-1 Variable Funding Notes; $250.0 million to repay the Series 2020-2 Class A-2 notes; $15.4 million in offering fees; the remainder for general corporate purposes.
  • Underwriters (S-1/A cover): Morgan Stanley (left lead), TD Securities, Wells Fargo Securities, BofA Securities, BMO Capital Markets, Scotiabank, Jefferies, J.P. Morgan, RBC Capital Markets, Societe Generale, Brookfield Capital Solutions, CIBC Capital Markets, National Bank of Canada Capital Markets, and PNC Capital Markets.
  • Directed Share Program: 5% of shares reserved at the IPO price for individuals identified by the executive team.

What to watch

  • Repayment of $1,171 million in debt at IPO close: Revolving Credit Facility, the Promissory Note held by Brookfield, Series 2024-1 Variable Funding Notes, and Series 2020-2 Class A-2 notes (S-1/A Use of Proceeds).
  • 180-day lock-up expiration: approximately 103,887,373 shares held by Brookfield, executives, and directors are subject to a 180-day lock-up from the date of the prospectus. Morgan Stanley and TD Securities can waive (S-1/A Shares Eligible for Future Sale).
  • Employee equity grants at IPO closing: 952,000 vested shares, 3,456,000 unvested shares, and 1,463,060 RSUs to be granted to employees and executive officers on or about the date of the prospectus (S-1/A).

Sources

Not financial advice.