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Sale-Leasebacks in AI Infrastructure: Turning Capital Into Compute

AI innovation runs on infrastructure – GPUs, data centers, power-dense hardware, and highly specialized facilities that must scale fast. But owning that infrastructure locks up capital at the exact moment, AI companies need flexibility.

That’s why sale-leaseback transactions are becoming more common across the AI infrastructure layer. When structured properly, they allow companies to unlock capital from owned assets while maintaining uninterrupted access to the infrastructure powering their AI workloads.

Why Sale-Leasebacks Are Gaining Traction in AI

For AI infrastructure companies, capital is often better deployed toward:

• Expanding compute and capacity
• Model training and platform development
• Talent acquisition and go-to-market execution

Rather than tying capital up in physical assets, companies sell assets, such as data centers or computer hardware, and lease them back.

The result?

Liquidity today without operational disruption tomorrow. However, AI infrastructure is not traditional real estate or equipment, and that difference matters. 

What Makes AI Sale-Leasebacks More Complex?

AI infrastructure arrangements frequently include features that, while operationally reasonable, can unintentionally prevent sale accounting:

1. Highly customized GPU and compute environments make it difficult to demonstrate that control has transferred because the assets cannot be easily redeployed or repurposed by the buyer‑lessor.
2. Rapid hardware refresh and upgrade rights signal that the seller-lessee retains ongoing control over the asset’s lifecycle, which can prevent the arrangement from qualifying as a true sale.
3. Lease terms that span most (or all) of an asset’s remaining economic life often resemble ownership rather than leasing, leading to finance lease treatment instead of sale leaseback accounting.‑lease treatment instead of sale‑leaseback accounting.
4. Repurchase or substitution options imply that the seller maintains decision making authority over the asset’s use or ultimate disposition, blocking the ability to record a sale.‑making authority over the asset’s use or ultimate disposition, blocking the ability to record a sale.
5. Operational restrictions that limit how the buyer-lessor can limit their practical control of the asset, making the transaction look more like secured financing than transfer of ownership.
6. Bundled assets and embedded services (power, cooling, hosting, maintenance) complicate the allocation of lease versus service components, increasing the risk that fair value transfer cannot be demonstrated.‑value transfer cannot be demonstrated.

Under ASC 842, these features may indicate that the seller still retains the primary benefits and risks of ownership, meaning the transaction may be accounted for as a financing rather than a sale-leaseback.

That distinction has real implications for:

• Balance sheets: Financing treatment keeps the asset and liability on the balance sheet, eliminating expected off balance sheet benefits.‑balance‑sheet benefits.
• Leverage ratios: Debt remains, which increases leverage and may tighten covenant flexibility.
• Reported earnings: Interest and depreciation replace anticipated lease expense, shifting earnings patterns.
• Investor and lender perceptions: Stakeholders may view the transaction as added debt rather than capital unlocked, affecting confidence and valuation.

When AI Companies Should Evaluate Sale-Leaseback Accounting

AI infrastructure companies should pause and evaluate sale-leaseback structures carefully when they are:

• Rapidly scaling GPU or data-center capacity
• Monetizing owned infrastructure to fund growth
• Operating in short hardware life cycles
• Preparing for fundraising, M&A, or capital markets activity
• Managing tight power and capacity constraints

In these scenarios, small structural details can materially change the accounting outcome.

Why Early Structuring Determines Sale-Leaseback Accounting Outcomes

The most common issues don’t arise during audits; they arise before contracts are signed.

Lease terms that make sense operationally can:

• Trigger finance-lease classification
• Prevent control transfer
• Embed off-market pricing
• Undermine intended balance-sheet outcomes

Once deals are executed, these issues are difficult—if not impossible—to unwind. Early alignment between operations, finance, legal, and accounting is critical.

How Centri Can Help

Centri works with AI infrastructure companies to ensure sale-leaseback transactions support growth, flexibility, and defensibility.

Centri is comprised of seasoned professionals with extensive GAAP and SEC reporting experience, including former international and Big 4 accounting firm partners, directors, senior managers, and managers. Our technical accounting professionals can assist companies by:

• Evaluating sale-leaseback structures early in the deal process
• Translating ASC 842 requirements into business-level implications
• Identifying AI-specific risks tied to hardware, power, useful life, and control
• Supporting fair-value considerations and lease classification assessments
• Designing scalable lease accounting processes and disclosures

Our focus is practical: helping AI companies unlock capital without introducing hidden complexity that surfaces later during audits, financing, or transactions.

Please contact us to learn how we can support your organization’s lease accounting needs.

Blake Roberts

Partner | Technical Accounting Practice Leader | CPA

Blake is a Partner at Centri Business Consulting and the leader of the firm’s Technical Accounting Practice. He has more than 18 years of public accounting experience. View Blake Roberts's Full Bio

Kevin McLaughlin

Partner | Artificial Intelligence & Cannabis Practice Leader | CPA

Kevin is a Partner at Centri Business Consulting, where he leads the firm’s Artificial Intelligence and Cannabis practice groups. Since joining Centri in December 2014, Kevin has specialized in supporting high-growth companies, particularly those in the AI, technology and cannabis industries, through critical stages of their business lifecycle.. View Kevin McLaughlin's Full Bio