Goldman Sachs and Apollo Global Management have begun approaching outside investors to buy portions of a roughly $40 billion financing package tied to SpaceX's purchase of Nvidia AI chips, people familiar with the matter told Bloomberg. In some cases buyers are being asked to commit as much as $500 million before formal syndication opens, as the arrangers move to offload a deal they agreed to underwrite in October before it was priced.
The structure is a sale-and-leaseback built to keep the debt off SpaceX's balance sheet. An Apollo-affiliated entity, Atlas SP, will buy the GPUs and related servers, a hardware package reported at about $47.3 billion, then lease the equipment to SpaceX over tranches running roughly five years each. Goldman arranged an $8.3 billion senior-secured loan and served as sole structuring agent, with Apollo backing the bond portion and BlackRock and capital tied to KKR among the anchor commitments. SpaceX keeps paying rent even if the chips are damaged, and bears the risk of their residual value at term's end.
If the distribution succeeds, it would be the largest off-balance-sheet GPU transaction on record, a template for financing compute without adding liabilities. Fitch left its BBB+ rating on SpaceX unchanged, treating the lease like other equipment financings and excluding it from debt. The arrangers' haste reflects the risk they took on: by committing before syndication, they are exposed if demand softens during a volatile stretch for AI credit.
That stretch is the real story. Investors have pulled back from the AI trade, questioning whether revenues can justify the spending, and the same doubts have weighed on neocloud lenders including CoreWeave. The pressure intensified after Democrats swept this week's US midterms on a wave of data center opposition, raising the prospect of tighter siting rules and higher power prices. Microsoft separately declined to more than double its computing deal with Nvidia-backed Nscale in Texas, a sign that even the deepest-pocketed buyers are weighing commitments more carefully.
SpaceX's own numbers show why it needs the capital and why creditors may hesitate. Its renamed Super Intelligence segment, which houses the Grok model, the Cursor coding business and rented compute, became the company's largest revenue source in the third quarter at $7.56 billion, up from $813 million a year earlier, and swung to $431 million of operating income. But that unit absorbed $16.44 billion of the quarter's $19.59 billion in capital spending, and nine months of AI capital outlays reached $40.0 billion, almost exactly the size of the lease. Nameplate compute stood at 1.7 gigawatts on September 30, with the company targeting more than 2 gigawatts by year-end.
The revenue behind that build-out is concentrated and loosely tied. Two unnamed customers accounted for 16.6% and 34.5% of third-quarter revenue, and SpaceX has said its cloud agreements generally allow termination on 90 days' notice after an initial ramp, a far shorter commitment than a five-year lease. The company's CFO says it is seeing "less than one year payback periods" on its superintelligence investments and that the lease "diversifies our funding sources." Whether institutional buyers accept that math, at a moment when the politics and economics of AI infrastructure are both turning, is what syndication will test.