The filing reads less like an IPO prospectus and more like a courtship document. In the draft registration statement SB Energy submitted for its planned stock market debut, the SoftBank-owned data center and energy company disclosed that it had granted OpenAI warrants worth roughly $5.5 billion, the price, in effect, of keeping the AI lab as a tenant.
SB Energy is preparing to go public as soon as next month, and the warrants were offered as OpenAI weighed where to place its computing workloads, according to people familiar with the matter. The relationship dates to January, when OpenAI invested $500 million in SB Energy and chose the company to build and operate a previously announced 12-gigawatt data center campus in Texas. More recently, OpenAI signed a lease with SB Energy for a 10-gigawatt site in Ohio.
Together the two projects represent 22 gigawatts of planned capacity, a scale that would rank among the largest power consumers in the world if fully built. The warrant grant is the latest example of how AI’s insatiable demand for power and compute has inverted the normal landlord-tenant relationship in real estate. Data center owners now compete to land anchor tenants, and they are paying for the privilege in equity-like instruments.
Warrants give OpenAI the right to buy SB Energy shares at a set price in the future. If SB Energy’s stock rises after the IPO, the warrants become a substantial gift to the AI lab, which would share directly in the upside of the company that houses its computers. If the shares fall, the warrants expire worthless and OpenAI loses nothing. The asymmetry is deliberate: the tenant’s loyalty is being purchased with the landlord’s future.
People familiar with the matter said the warrants were a response to intense competition for OpenAI’s tenancy. OpenAI is the most sought-after data center tenant in the world, with several of the largest infrastructure platforms courting its business. The draft filing does not detail the warrant’s exercise price or vesting terms, which will be scrutinized by investors and by regulators for what they say about the relationship between the two companies.
SB Energy’s IPO will test investor appetite for a company that is simultaneously a landlord, a power developer and a construction manager. Its revenue outlook is closely tied to the OpenAI contracts disclosed in the filing, and bankers are expected to spend the roadshow explaining why a single-customer concentration that would alarm lenders is, in this case, the point: no other tenant pays what OpenAI is willing to pay for guaranteed capacity.
The warrants also raise governance questions. A company whose largest customer holds warrants in its stock faces a conflict that public shareholders will want defined: does OpenAI’s stake, combined with its warrants and its power as anchor tenant, give it effective influence over SB Energy’s decisions? The terms of the grant, once finalized, will answer part of that question.
The deal is part of a broader pattern. SoftBank has become the largest private financier of AI infrastructure, channeling tens of billions of dollars through its investment arms into data centers, chips and power. An SB Energy public listing would give the market a way to price that bet, and the warrant disclosure gives investors an unusually clear look at what it costs to win an AI customer’s business.
The economics of the warrant grant are best understood through the power bill. A 10-gigawatt data center campus, if fully built, would draw enough electricity to supply several million homes, and the cost of that power runs into the billions of dollars a year. For a landlord whose revenue depends on a tenant actually filling the building, a warrant package worth $5.5 billion is a rounding error next to the value of a confirmed tenant at that scale.
The structure also signals how SB Energy intends to finance its buildout. Data center construction at this scale cannot be financed from operating cash flow; it requires debt, and lenders demand contracted revenue before they commit. A lease signed by OpenAI, with warrants attached, gives lenders exactly what they want: a creditworthy tenant with a long-term obligation. In that sense, the warrants are not a giveaway but part of the capital stack, the cost of making the project financeable.
The comparison that bankers draw is to the power purchase agreements that anchor wind and solar projects: developers accept thin economics on the contract itself in exchange for the bankability the contract provides. SB Energy is doing the same with compute. The question for IPO investors is whether the pattern repeats across the company’s pipeline, and whether future tenants will demand similar terms, each one converting a slice of SB Energy’s future equity into customer acquisition cost.
For OpenAI, the arrangement is cheap power in every sense: the warrants cost nothing upfront, and in exchange for a lease it acquires an option on the landlord’s equity, a hedge on the success of the AI buildout itself. The draft filing, submitted in recent weeks, will be updated with final terms before the debut. Bankers and investors will parse the warrant language for the price of a tenant in an age when the landlord pays the customer to stay.
