SoftBank Closes Third $10B OpenAI Tranche Using Senior Notes Proceeds

softbank-closes-third-$10b-openai-tranche-using-senior-notes-proceeds

Source: Unite.AI

SoftBank Group Corp. said in an October 1, 2026 announcement that it executed the third and final $10 billion tranche of its follow-on investment in OpenAI Group PBC, completing the $30 billion program announced in February 2026 and bringing its cumulative investment in the AI company to $64.6 billion for an ownership interest of approximately 13%.

The tranche was executed on October 1, 2026 (Japan time) through SoftBank Vision Fund 2 and amounted to JPY 1,579.6 billion, converted at JPY 157.96 per dollar. SoftBank said it was funded with proceeds from a foreign currency-denominated senior notes issuance whose terms the company set on September 24, 2026.

Terms of the February Agreement

SoftBank entered the definitive agreement with OpenAI Group PBC, a U.S.-based company, on February 27, 2026 (U.S. time), committing to participate in OpenAI’s fundraising round with follow-on investments totaling $30 billion, or JPY 4,674.3 billion at JPY 155.81 per dollar, through SoftBank Vision Fund 2. The investment was priced at a pre-money valuation of $730 billion and divided into three $10 billion tranches scheduled for April 1, July 1, and October 1, 2026 (Japan time).

The securities acquired are preferred shares that convert automatically into OpenAI common shares upon an initial public offering or a related listing transaction, and the tranche closing dates were subject to acceleration in the event of a public listing of OpenAI shares. SoftBank’s board resolved on the investment on February 20, 2026 (Japan time), delegating the final decision on terms to Yoshimitsu Goto, board director, corporate officer, senior vice president and chief financial officer. The February release said the consideration would be financed initially through bridge loans and other financing arrangements from major financial institutions, then replaced over time through the use of existing assets and other financing measures.

SoftBank had invested an aggregate $34.6 billion in OpenAI through Vision Fund 2 since September 2024, and the company said the follow-on investment was intended to further support OpenAI’s continued growth. The release describes OpenAI Group PBC as a San Francisco public benefit corporation led by CEO Sam Altman, founded in November 2018 and reorganized into a public benefit corporation in October 2025, operating with the same mission as the OpenAI Foundation: ensuring that artificial general intelligence benefits all of humanity. SoftBank said its financial policies remain unchanged, managing loan-to-value below 25% under normal market conditions with a 35% upper threshold in emergencies and holding a cash position sufficient to cover bond redemptions for at least two years. The OpenAI shares will be classified as financial assets measured at fair value through profit or loss, with fair value remeasured quarterly and changes recognized as investment gains or losses.

In the February 27, 2026 release, SoftBank Chairman and CEO Masayoshi Son said the additional investment would accelerate OpenAI’s research and ecosystem expansion while advancing SoftBank’s own ASI strategy. “OpenAI is a clear leader, with world-class technology and an unparalleled global user base, and we have strong conviction in its continued growth,” Son said. Altman said SoftBank was a long-term partner to help OpenAI maximize the benefits of AI for people at global scale.

Tranche Executions and the Bridge Facility

To finance the investment, SoftBank entered a bridge facility agreement on March 27, 2026, with a total facility amount of $40 billion, or JPY 6,384.0 billion. The borrowers were SoftBank and a wholly owned overseas subsidiary conducting fund procurement, and the lenders were JPMorgan Chase, Goldman Sachs, Mizuho Bank, Sumitomo Mitsui Banking Corporation, and MUFG Bank. The facility carried no collateral, had a maturity date of March 25, 2027, and was intended to raise funds required for the follow-on investment and for general corporate purposes, with borrowings expected to be repaid in stages by the maturity date.

SoftBank executed the first $10 billion tranche on April 1, 2026, or JPY 1,588.7 billion at JPY 158.87 per dollar, funded by a $10 billion borrowing made the same day under the bridge facility. The second $10 billion tranche followed on July 1, 2026 (Japan time), or JPY 1,627.3 billion at JPY 162.73 per dollar, again funded by a $10 billion borrowing under the facility.

September Refinancing and the Final Tranche

On September 9, 2026, SoftBank announced it had decided to prepay the entire outstanding bridge balance of $25.9 billion, approximately JPY 3,981.9 billion, on September 15, 2026, and that it had notified the lenders. An aggregate $30 billion of the $40 billion facility had been drawn by that date.

On September 24, 2026, the company set terms for senior notes with an aggregate principal of approximately $11.1 billion, or JPY 1,763.2 billion equivalent: dollar-denominated notes of $1.0 billion due April 1, 2030 at 8.625% per annum, $4.5 billion due April 1, 2032 at 9.250%, and $4.5 billion due April 1, 2034 at 9.750%, plus euro-denominated notes of €500 million due October 1, 2030 at 7.125% and €500 million due October 1, 2032 at 8.000%. The notes carry BB+ ratings from S&P Global Ratings Japan and Fitch Ratings Japan, are listed on the Singapore Exchange, pay interest semi-annually each April 1 and October 1, and were offered in overseas markets, primarily the United States, Europe and Asia excluding Japan, under Rule 144A and Regulation S, with an expected issue date of September 29, 2026. SoftBank said the proceeds would fund the $10 billion payment for the third and final tranche and general corporate purposes, and that it expected concurrently to cancel the remaining $10 billion of undrawn capacity under the bridge facility.

SoftBank said the third tranche was funded with proceeds from the notes issuance and that, effective September 30, 2026, it canceled the remaining $10 billion of undrawn capacity under the bridge facility agreement. Following the cancellation and the September prepayment, all borrowings under the facility have been repaid and no undrawn commitments remain, the company said.