Author: Ada, Deep Tide TechFlow

OpenAI’s capital structure in computing infrastructure is being rewritten.

According to The Information on June 10, OpenAI is in deep negotiations with SB Energy, a subsidiary of SoftBank Group, regarding a large lease agreement for a proposed AI data center park on federal land in southern Pike County, Ohio, with a planned total capacity of 10 gigawatts. This park was previously disclosed by the U.S. Department of Energy (DOE) and the Department of Commerce (DOC) as a "public-private partnership," located on the site of the former Portsmouth uranium enrichment plant, which produced weapon-grade uranium during the Cold War and was shut down in 2001.

As disclosed by The Information, OpenAI will sign a 20-year lease with SB Energy, under which OpenAI will control the use of equipment within the park during the lease term and will be responsible for rental payments after the project becomes operational, with total expected rent reaching hundreds of billions of dollars. The first phase with 800 megawatts of capacity is expected to come online in 2028.

NVIDIA crosses into credit guarantee, structural financing model begins to spread

The core of the transaction, which had never been disclosed before, is 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 SB Energy's future project financing. This means that for the first time, NVIDIA will intervene in such a large-scale infrastructure project as a "financial guarantor," whereas its previous cooperation with OpenAI primarily involved equity investment and lease structured financing.

This model is not an isolated case. According to a Bloomberg exclusive report on June 9, Google is actually providing a backstop arrangement for Anthropic's approximately $35 billion TPU leasing obligations, involving five data centers located in New York, Texas, Louisiana, and Indiana; this transaction is supported by structured debt issued by a special purpose vehicle (SPV) led by Apollo and Blackstone, while Broadcom provides additional residual value guarantees on senior tranches. SemiAnalysis summarizes this structure as "endorsement by mega vendors," believing it is addressing the duration mismatch issue of data center "lease terms exceeding 15 years, with a payback period of about 8 years."

NVIDIA's entry signifies that this structure is spreading from cloud vendors to chip suppliers.

$500 billion park backed by U.S. Department of Energy land and Japan-U.S. investment agreements

The tenant, SB Energy, is an energy company founded by SoftBank in 2019, controlled by SoftBank and with Ares Management and OpenAI also as shareholders. In January of this year, OpenAI and SoftBank Group each invested $500 million in SB Energy (totaling $1 billion), and at the same time, OpenAI entrusted the 1.2 gigawatt Stargate project in Milam County, Texas, to SB Energy for construction.

The government relations background of the project is particularly crucial. According to the U.S. Department of Commerce, this investment from SB Energy stems from a framework of the "trade agreement with Japan" reached during the Trump administration, wherein Japan promised to invest $550 billion in the U.S., which includes SB Energy's $33 billion power plant project in the Portsmouth park. In early May of this year, U.S. Secretary of Energy Chris Wright, Secretary of Commerce Howard Lutnick, and Secretary of the Interior Doug Burgum attended the project announcement ceremony in Piketon alongside representatives from SoftBank.

According to the plan, SB Energy will self-fund the construction of a 9.2 gigawatt natural gas generator (with the assets owned by the U.S. government, and SB Energy operating), and will invest $4.2 billion in upgrading the grid in partnership with AEP Ohio. Once completed, the park's total capacity of 10 gigawatts will be roughly equivalent to the power output of 4.5 Hoover Dams, making it likely the largest single data center park in the world.

$350 billion chip gap to be resolved, OpenAI fills infrastructure with "small strikes"

Having only the park facilities is far from enough. According to industry-wide standards, chips and servers, among other IT equipment, account for about 70% of the total cost of AI data centers, meaning that OpenAI needs to secure approximately $350 billion to purchase NVIDIA chips for this project. According to The Information, OpenAI is already discussing how to finance this chip procurement separately.

This move reflects a shift in OpenAI's infrastructure strategy. Earlier this year, the $500 billion "Stargate" joint venture plan initiated by OpenAI, Oracle, and SoftBank was factually shelved midway through the year; FT reported that OpenAI has "essentially abandoned the joint venture model" and shifted towards advancing its own computing power layout through bilateral large contracts. The current 20-year lease with SB Energy is the largest product of this idea.

$665 billion in cloud leasing obligations will become the focus of IPO prospectus review

This past Monday (June 8), OpenAI confirmed the secret submission of its IPO prospectus (Form S-1) to the SEC. According to CNBC and Reuters, the underwriting syndicate includes Goldman Sachs, Morgan Stanley, and JPMorgan, with an estimated valuation potentially exceeding $1 trillion, with the fastest listing in September. Multiple media outlets, including Bloomberg, have cited internal documents estimating that OpenAI will still record about $14 billion in losses in 2026, making it unlikely to become profitable before 2029.

Against this backdrop, the at least $665 billion in cloud leasing commitments that OpenAI entered into over the past year with Microsoft (an additional $250 billion), Oracle (5 years, $300 billion), and AWS (8 years, a total of $100 billion, including the original $3.8 billion) will become the core focus of SEC reviews and institutional investor due diligence. OpenAI CFO Sarah Friar admitted internally in April that if revenue growth fell short of expectations, the company might not be able to fulfill future computing power contracts.

Meanwhile, SB Energy itself announced its plans for an IPO in the U.S. in May of this year, with underwriters including JPMorgan, Goldman Sachs, Morgan Stanley, Citigroup, and Mizuho, with a valuation likely to exceed $50 billion, with the fastest listing in September. This means that between OpenAI, SB Energy, and its upstream partner NVIDIA, a situation will form where "the prospectuses mutually expose each other's risk exposure," adding a new footnote to the "circular financing" narrative.