I’ve been watching AI companies try to crack enterprise for a while now. The usual playbook is sales teams, conference sponsorships, and partnerships with the big consulting firms. But OpenAI and Anthropic just tried something different — and the structure they’re using is worth understanding if you work in accounting, finance, or at a PE-backed company.
Both companies are forming joint ventures with private equity firms. The idea: instead of selling to companies one by one, use PE firms as a distribution channel to reach hundreds of portfolio companies at once.
The Two Deals
OpenAI is in talks with TPG, Advent International, Bain Capital, and Brookfield to form a joint venture valued at roughly $10 billion, with PE firms committing about $4 billion. To sweeten the deal, OpenAI is offering a 17.5% guaranteed minimum return on preferred equity stakes — significantly above what you’d typically see on preferred instruments. They’re also throwing in early access to their newest models and seniority over other JV partners.
Anthropic was actually first to pursue this strategy. They’re in talks with Blackstone, Hellman & Friedman, and Permira for a more traditional joint venture — roughly $1 billion in PE equity, ordinary shares, no guaranteed return floor. Anthropic has historically been the enterprise-preferred AI option, and this JV is an extension of that positioning.
Why Now?
Three things are converging. First, both companies need enterprise revenue. Large, recurring, customized contracts are the path to durable financials — and PE firms control hundreds of operating companies. One JV agreement creates a distribution channel at scale that would take years to build through direct sales.
Second, both companies are eyeing IPOs as early as 2026. A PE joint venture creates cleaner segment reporting — attributable, recurring revenue from a defined channel. That’s a better story for public market investors than raw API consumption.
Third, PE firms are under pressure from their own limited partners to show an AI strategy. Joining a JV with OpenAI or Anthropic is a concrete answer to that question.
That said, not everyone is buying in. Thoma Bravo — one of the largest software-focused buyout firms — passed entirely. Their argument: most portfolio companies already have AI tools, large PE firms already have direct access to OpenAI and Anthropic without committing capital, and a JV relationship doesn’t guarantee portfolio company adoption. It creates an opportunity, not a mandate. That’s a fair point. I work with PE portfolio companies on AI strategy and the hard part has never been access to tools. It’s implementation — getting the data infrastructure right, training people correctly, building secure workflows. Just giving everyone a ChatGPT account does not generate ROI.
Two Accounting Issues Worth Knowing
1. JV Consolidation vs. Equity Method
How these ventures are structured determines how they’re reported. OpenAI’s JV appears to be majority-owned — which likely requires full consolidation. That means the JV’s revenues, expenses, assets, and liabilities all flow through OpenAI’s financial statements. Anthropic’s structure looks more like a traditional joint venture, which would typically be accounted for under the equity method — only the proportional share of income flows through, and the investment sits on the balance sheet at cost plus earnings.
For advisors: when clients form JVs with strategic partners, the ownership split isn’t just a business negotiation. It’s an accounting policy choice with material financial statement implications. That conversation should happen early.
2. Preferred Equity with a Guaranteed Return — ASC 480
OpenAI’s 17.5% guaranteed minimum return is an unusual instrument. Under US GAAP, preferred equity with a guaranteed return floor may need to be classified as debt or a mezzanine instrument — not equity — depending on the specific terms. ASC 480 requires that instruments with unconditional obligations to transfer cash be classified as liabilities. If the return guarantee is unconditional, that’s potentially a liability sitting inside what OpenAI is calling preferred equity.
We don’t know the full terms. But the principle applies broadly: when clients issue instruments labeled as equity with guaranteed returns attached, the label doesn’t drive the accounting. The economics do. That analysis needs to happen before the deal closes, not after.
Key Takeaways
- OpenAI and Anthropic are both using PE joint ventures to distribute AI to enterprise companies at scale — a new strategy for the sector
- OpenAI’s deal is more aggressive: $4B target, 17.5% guaranteed floor, preferred equity with seniority. Anthropic’s is more traditional: $1B, ordinary shares, no floor
- Not everyone is buying in — Thoma Bravo passed, and the skeptic case is legitimate
- JV ownership structure drives consolidation vs. equity method treatment — a material accounting decision
- Preferred equity with a guaranteed return may carry liability characteristics under ASC 480 — the label doesn’t determine the classification
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