The loan talks fell apart this spring, and the reasons were familiar to anyone who has tried to borrow money against a private company. Banks could not agree on what the collateral was worth. Now SoftBank Group is back at the table, and this time it is offering lenders something it did not put on the table before: its own guarantee.
SoftBank has reopened negotiations with a syndicate of lenders for a $10 billion loan secured by its stake in OpenAI, according to people familiar with the matter. The Japanese investment group earlier shelved the borrowing after banks balked at the difficulty of valuing privately held OpenAI shares. To break the impasse, SoftBank has promised to back the loan with a repayment guarantee, the people said, meaning lenders could pursue SoftBank itself if the OpenAI collateral loses value.
The structure is a common fix for an uncommon asset. Margin loans against stock are routine on public markets, where prices clear every day and banks can sell collateral at a moment’s notice. Private shares offer no such comfort: valuations come from negotiated rounds and periodic appraisals, and a lender that needs to sell may find no ready buyer at the price it assumed.
OpenAI is a harder case than most. The company’s valuation has climbed through successive funding rounds, and its revenue has grown quickly, but its shares change hands in controlled transactions that give outsiders limited information. Secondary-market trades, when they happen, are small and priced by intermediaries whose estimates vary. Banks that priced the earlier version of the loan disagreed on the discount to apply, people familiar with the discussions said, and the deal stalled.
SoftBank’s guarantee changes the math. With the Japanese group standing behind the loan, lenders no longer need to trust an appraisal of OpenAI shares alone; they can rely on SoftBank’s balance sheet, one of the largest in technology investing. The people familiar with the matter said the guarantee was the central concession that brought the syndicate back to the table.
The company’s history makes the concession significant. SoftBank has been the most aggressive technology investor of the past decade, swinging from giant bets on ride-hailing and office-sharing startups to a reconstruction effort built around AI. Its stake in OpenAI is among the largest held by any outside investor, and the company has described the partnership as central to its future, pairing OpenAI’s models with SoftBank’s portfolio of companies and its chip ambitions through Arm.
Why borrow against a stake SoftBank wants to keep? Selling the shares outright would be taxable, would shrink its position in a company it expects to appreciate, and would signal less conviction than the Japanese group wants to show. A loan preserves the upside, converts paper value into cash, and lets SoftBank fund other ventures without touching its core holdings. The approach mirrors what its founder Masayoshi Son did in earlier cycles, using the value of one bet to finance the next.
The bank side of the table is wary for reasons that go beyond OpenAI. Margin lending against concentrated stock positions produced one of the industry’s worst losses in 2021, when Archegos Capital Management’s borrowed bets collapsed and left its prime brokers with billions in losses. Banks rebuilt their risk controls after that episode, and private-company collateral has been treated with particular suspicion ever since.
The current deal is designed around those scars. The syndicate is smaller than the one assembled for the first attempt, the people said, and the terms include a guarantee that would make lenders whole even in a steep decline. Banks have also asked for regular updates on OpenAI’s financial performance and the right to call the loan if the company’s circumstances deteriorate.
SoftBank’s relationship with OpenAI has deepened in ways that give the loan a strategic layer. The two companies have discussed closer integration, and SoftBank’s portfolio companies have begun using OpenAI’s models in their products. A loan secured by the stake does nothing to loosen that tie; it raises cash against an asset the company says it intends to keep, and the guarantee signals to the market that SoftBank expects the relationship to endure.
Lenders are also watching how SoftBank manages its broader debt load. The group borrowed heavily in earlier years to finance its investment funds, and its balance sheet has been a topic of debate among credit investors. SoftBank has said its current debt is manageable and its AI investments are the most promising it has ever made; the guarantee on the OpenAI loan, people familiar with the matter said, is intended to put that claim to the test without exposing lenders to valuation risk they cannot measure.
The loan’s fate will be watched as a signal about private-market financing more broadly. Banks have been cautious about lending against private shares as valuations soared, and deals like this one test whether that caution is easing or hardening. A completed $10 billion loan backed by a guarantee would show that lenders will accept private collateral when the borrower’s balance sheet is strong enough to carry the risk.
Negotiations are ongoing and terms could still change, the people said. SoftBank declined to comment, and OpenAI did not respond to a request for comment. If the loan closes, it will give SoftBank cash for new bets while it keeps the stake that makes the borrowing possible in the first place.
