Author: Ada, TechFlow by Shenchao
OpenAI's capital structure for computing infrastructure is being rewritten.
According to The Information on June 10, OpenAI is in advanced negotiations with SB Energy, a subsidiary of SoftBank Group, for a large lease agreement to occupy a planned AI data center campus on federal land in Pike County, southern Ohio, with a total planned capacity of up to 10 gigawatts. The campus was previously disclosed by the U.S. Department of Energy (DOE) and the Department of Commerce (DOC) as a public-private partnership, to be located on the site of the former Portsmouth uranium enrichment plant, which produced weapons-grade uranium during the Cold War and ceased operations in 2001.
According to the terms disclosed by The Information, OpenAI will enter into a 20-year lease agreement with SB Energy, granting OpenAI control over the use of equipment at the site and obligating it to make rental payments once the project becomes operational, with total rent expected to reach tens of billions of dollars. The first phase, with a capacity of 800 megawatts, is expected to come online in 2028.
NVIDIA ventures into credit guarantee, and structured financing models begin to spread.
The most fundamental and previously undisclosed aspect of the transaction lies in NVIDIA’s role. According to The Information, NVIDIA is discussing using its own balance sheet to provide credit guarantees for OpenAI’s lease payments and future project financing by SB Energy. This would mark NVIDIA’s first time acting as a financial guarantor in infrastructure projects of this scale; previously, its collaboration with OpenAI had primarily involved equity investments and lease-based financing structures.
This model is not an isolated case. According to a Bloomberg exclusive report on June 9, Google is actually providing a backstop for Anthropic’s approximately $35 billion TPU lease obligations, covering five data centers located in New York, Texas, Louisiana, and Indiana. The transaction is structured through a special-purpose vehicle (SPV) led by Apollo and Blackstone, issuing structured debt, with Broadcom providing additional residual value guarantees on the senior tranches. SemiAnalysis has characterized this structure as “hyperscaler endorsement,” noting that it addresses the duration mismatch inherent in data center leases with terms exceeding 15 years but payback periods of approximately eight years.
NVIDIA's entry signifies that this structure is spreading from cloud providers to chip suppliers.
The 500-billion-dollar campus is backed by U.S. Department of Energy land and Japan’s investment agreement with the United States.
The tenant, SB Energy, is an energy company established by SoftBank in 2019, with SoftBank as its controlling shareholder, and Ares Management and OpenAI also among its investors. In January of this year, OpenAI and SoftBank Group each invested $500 million in SB Energy (for a combined total of $1 billion), and at the same time, OpenAI entrusted SB Energy with the construction of its 1.2-gigawatt Star Gate project in Milam County, Texas.
The project’s government relations background is particularly critical. According to the U.S. Department of Commerce’s disclosure in February this year, the SB Energy investment stems from the “U.S.-Japan Trade Agreement” framework established under the Trump administration, in which Japan pledged to invest $550 billion in the U.S., including SB Energy’s $33 billion power plant project at the Portsmouth site. In early May, U.S. Energy Secretary Chris Wright, Commerce Secretary Howard Lutnick, and Interior Secretary Doug Burgum, alongside representatives from SoftBank, attended the project announcement ceremony in Piketon.
Under the plan, SB Energy will self-fund the construction of a 9.2-gigawatt natural gas power plant (owned by the U.S. government and operated by SB Energy) and collaborate with AEP Ohio to invest $4.2 billion in grid upgrades. Upon completion, the site’s total capacity of 10 gigawatts will be roughly equivalent to the power output of 4.5 Hoover Dams, potentially making it the largest single data center campus in the world.
A $350 billion chip shortfall remains unresolved, as OpenAI patches its infrastructure piecemeal.
Facilities alone are not enough. According to industry standards, IT equipment such as chips and servers accounts for approximately 70% of the total cost of an AI data center—just for this, OpenAI would need to raise around $350 billion to purchase NVIDIA chips. According to The Information, OpenAI is already discussing how to secure separate financing for this chip procurement.
This move reflects a shift in OpenAI’s infrastructure strategy. Earlier this year, the $500 billion “Stargate” joint venture initiated by OpenAI, Oracle, and SoftBank was confirmed by industry sources to have been effectively shelved mid-year; FT reported that OpenAI has “effectively abandoned the joint venture model” in favor of pursuing large-scale bilateral deals to build out its own computing capacity. The 20-year lease with SB Energy is the largest outcome to date under this new approach.
$665 billion in cloud lease obligations will be a focal point of IPO prospectus reviews.
On Monday, June 8, OpenAI confirmed that it had secretly filed its IPO prospectus (Form S-1) with the SEC. According to disclosures by CNBC and Reuters, the underwriting syndicate includes Goldman Sachs, Morgan Stanley, and JPMorgan Chase, with a target valuation potentially exceeding $1 trillion and a listing as early as September. Bloomberg and other media outlets, citing internal documents, project that OpenAI will still report approximately $14 billion in losses in 2026 and is unlikely to achieve profitability before 2029.
Under this context, OpenAI’s cumulative cloud commitment of at least $665 billion over the past year—with Microsoft ($250 billion incremental), Oracle ($300 billion over five years), and AWS ($100 billion over eight years, including the original $3.8 billion)—will become a central focus for SEC scrutiny and institutional investor due diligence. In April of this year, OpenAI’s CFO, Sarah Friar, privately acknowledged internally that if revenue growth falls short of expectations, the company may be unable to fulfill its future compute contracts.
Meanwhile, SB Energy itself announced in May this year its plans for an IPO in the U.S., with underwriters including JPMorgan Chase, Goldman Sachs, Morgan Stanley, Citigroup, and Mizuho, with a valuation expected to exceed $50 billion and a potential listing as early as September. This means that OpenAI, SB Energy, and its upstream partner NVIDIA will find themselves in a situation where their prospectuses mutually expose each other’s risk exposures, adding another chapter to the narrative of circular financing.