SoftBank closes third $10 billion OpenAI tranche using senior bond proceeds – Unite.AI

SoftBank Group Corp. said in an Oct. 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 artificial intelligence company to $64.6 billion for a stake of approximately 13%.

The tranche was executed on October 1, 2026 (Japan time) via SoftBank Vision Fund 2 and amounted to 1,579.6 billion yen, converted at 157.96 yen per dollar. SoftBank said it is being funded with proceeds from an issuance of foreign currency-denominated senior notes the company has set for September 24, 2026.

Terms of the February agreement

SoftBank entered into a definitive agreement with OpenAI Group PBC, a US-based company, on February 27, 2026 (US time), committing to participate in OpenAI’s fundraising round with follow-on investments totaling $30 billion, or JPY4,674.3 billion at JPY155.81 per dollar, through SoftBank Vision Fund 2. The investment was priced at a pre-money valuation of JPY730 billion of dollars and divided into three Tranches of 10 billion dollars scheduled for April 1, July 1 and October 1, 2026 (Japan time).

The purchased securities are preferred shares that automatically convert to OpenAI common shares upon an initial public offering or 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 of directors approved the investment on February 20, 2026 (Japan time), delegating the final decision on the terms to Yoshimitsu Goto, director of the board, corporate officer, senior vice president and chief financial officer. The February statement stated that the consideration would initially be financed through bridge loans and other financing arrangements by major financial institutions, then replaced over time through the use of existing assets and other financing measures.

SoftBank has invested a total of $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 a loan-to-value ratio of less than 25% under normal market conditions with an upper threshold of 35% in the event of an emergency, and maintaining a liquidity position sufficient to cover bond repayments for at least two years. 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 Feb. 27, 2026 statement, SoftBank President and CEO Masayoshi Son said the additional investment would accelerate OpenAI’s research and ecosystem expansion, while advancing SoftBank’s ASI strategy. “OpenAI is an undisputed leader, with world-class technology and an unprecedented global user base, and we firmly believe in its continued growth,” Son said. Altman said SoftBank is a long-term partner to help OpenAI maximize the benefits of artificial intelligence for people on a global scale.

Executions of tranches and Bridge Facility

To finance the investment, SoftBank entered into 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 foreign subsidiary conducting the fund procurement, while 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 needed for follow-on investment and general corporate purposes, with the loans expected to be repaid in stages by the maturity date.

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

September refinancing and final tranche

On September 9, 2026, SoftBank announced that it had decided to prepay the entire outstanding bridge balance of $25.9 billion, approximately JPY3,981.9 billion, on September 15, 2026, and had notified lenders. By that date, a total of $30 billion of the $40 billion had been withdrawn.

On September 24, 2026, the company set terms for senior notes with aggregate principal amount of approximately $11.1 billion, or the equivalent of 1,763.2 billion yen: $1.0 billion dollar-denominated notes due April 1, 2030 at 8.625% per annum, $4.5 billion due April 1, 2032 at 9.250% and 4.5 billion dollars expiring April 1. 2034 at 9.750%, plus 500 million euro bonds maturing on 1 October 2030 at 7.125% and 500 million euro bonds maturing on 1 October 2032 at 8.000%. The notes are rated BB+ by S&P Global Ratings Japan and Fitch Ratings Japan, are listed on the Singapore Stock Exchange, pay interest semiannually every April 1 and October 1, and were offered in overseas markets, primarily the United States, Europe and Asia excluding Japan, pursuant to Rule 144A and Regulation S, with an expected issuance date of September 29, 2026. SoftBank said the proceeds will fund the $10 billion payment for the third and final tranche and general expenses for companies. purposes and which simultaneously planned to write off the remaining $10 billion of unused capacity under the bridge structure.

SoftBank said the third tranche was financed with proceeds from the note issuance and that, as of September 30, 2026, it has written off the remaining $10 billion of unused capacity under the bridge facility agreement. Following the September cancellation and prepayment, all loans under the plan have been repaid and no undrawn commitments remain, the company said.