Sale-Leasebacks (GPUs’ Version)
A company sells GPUs it owns to investors, then rents them back. It raises cash up front, and the investors take on what the GPUs are worth at the end. The Financial Times reported on October 2 that Amazon is in talks on one of about $8 billion, funded mostly with debt.
01 The Structure
The seller sells GPUs to a special-purpose vehicle (SPV). Investors fund the SPV with equity and debt. Valor, the closest filed precedent to Amazon's reported deal, is about 65% debt. The SPV leases the GPUs back at a fixed rent for a fixed term. The seller keeps running them in its own halls.
Balance-sheet relief is limited. Since 2019, US rules put most leases on the balance sheet. The seller gets the cash either way. The accounting test decides how its books show it.
| Counts as a sale | Fails as a sale | |
|---|---|---|
| The test | Control passes to the buyer: no buyback below market value, a lease short of most of the GPUs' useful life, and rent worth less than nearly all their value | The seller can buy the GPUs back below market value, the lease covers most of their useful life, or the rent covers nearly all their value |
| Cash received | Sale proceeds | Borrowing |
| The GPUs on the books | Removed from property and equipment; gain or loss booked | Kept in property and equipment |
| New asset | Right-of-use asset | None |
| Liability | Operating lease liability | Financing obligation (debt) |
| Income statement | Lease cost (rent) | Depreciation and interest |
| Cash flow statement | Proceeds in investing; rent in operating | Proceeds in financing; payments split between interest and principal |
| Filed example | Boost Run, January 2024 | Valor and xAI, in SpaceX's filings |
US accounting rules (ASC 842). Simplified for the seller that leases the GPUs back. In both cases the GPUs stay in the seller's halls.
02 The Largest Filed Case: Valor and xAI
Valor Compute Infrastructure L.P. owns NVIDIA GPUs and leases them to CTC Property LLC, an xAI subsidiary. SpaceX acquired xAI on February 2, 2026. SpaceX or a subsidiary guarantees the lease payments. Its filings record three leases, about $13.3 billion in all, as debt from a failed sale-leaseback: an accounting term for a sale the books treat as a loan. The third lease runs five years. The lessor's loans on the first two also run five years.
- Mostly debt. Apollo says its funds provided $3.5 billion toward a $5.4 billion GPU purchase for xAI's second data center, about 65%. Valor's three asset companies each carry a first-lien term loan, at fixed rates of 10.00%, 7.38% and 6.88%.
- Equity keeps the GPUs. Valor has sold about $2.6 billion of equity to 1,141 investors. The filings show no buyout price and no residual value guarantee.
- The lessee keeps the customers. Valor holds the GPUs and the lease. xAI uses the GPUs itself.
03 Compared with the Lending SPV
The key difference is who holds the customer contract. A lending SPV, like CoreWeave's, owns the GPUs and also holds the customer contract, so the end customer pays into accounts the lenders control. A leaseback SPV owns the GPUs and holds only the lease. If the lessee fails, the investors get back GPUs with no customer attached.
| Lending SPV (CoreWeave DDTL) | Sale-leaseback SPV | |
|---|---|---|
| Holds the customer contract | The SPV | The lessee |
| Owns the GPUs | The operator's SPV | The investors' SPV |
| Investors' claim | Lien on the GPUs and the contract | Title to the GPUs and the lease |
| Who pays | The end customer, into controlled accounts | The lessee |
| Credit rests on | The end customer | The lessee |
| Value at the end | Amortized to zero in every filed facility | Kept by the owner, as gain or loss |
Lending structure per the filed credit agreements in The GPU SPV. Every investor-owned lease we found leaves the customer contract with the lessee.
04 The Public Record
Filed GPU sale-leasebacks are few. Valor is the only large one in US filings. In China, leasing companies routinely buy GPU servers and lease them back, with buyouts at a nominal price.
| Lessee and owner | Date | GPUs | Term | At lease end | Holds the customer contract |
|---|---|---|---|---|---|
| Valor Compute Infrastructure and xAI | 2025 to 2026 | NVIDIA GPUs (three leases, about $13.3 billion) | Five years (third lease); lessor loans on the first two also run five years | No buyout price filed. The owner keeps the GPUs. | xAI, the end user |
| IREN | Aug 2025 | About 1,000 B200 and 1,200 B300 ($101.8 million) | 36 months | IREN may buy at the lower of fair market value and 18% of cost. | IREN |
| Bit Digital | Jan 2024 | 768 GPUs (96 servers) | Three years; rent depends on usage | Not disclosed | Bit Digital |
| Boost Run | Jan 2024 | GPU servers ($590,000) | 36 months | Not stated. The buyer took control, and the lease is an operating lease. | Boost Run |
| Xiechuang Data (China) | Jan 2026 | Servers (RMB 2.0 billion) | 60 months | Buyout at RMB 0 | Xiechuang; receivables pledged to the lessor |
| QingCloud (China) | Nov 2024 | GPU servers (RMB 18.5 million) | 54 months | Not stated | QingCloud; receivables pledged to the lessor |
Filed documents only. Reported but not filed: Amazon's proposed vehicle (Financial Times, October 2026, in talks) and an SPV that buys Google TPUs for Anthropic (press, 2026).
05 What the Owner Holds at Lease End
- GPUs without a hall. The owner holds the hardware, not the building. A returned rack needs a site with the right power and cooling before it earns anything.
- Support that may not travel. NVIDIA's support terms end support when the hardware passes to another party.
- An opaque resale market. Whole servers and fleets sell privately, so the value at lease end is hard to judge in advance.
Two filed leases put a number on that value. IREN's August 2025 lease caps the buyout at 18% of cost after three years. Corvex's 36-month equipment lease with Data Sales Co. carries an estimated residual of 35%. CCIR's modeled values by chip are on /hardware.
06 Sources
- SpaceX Form S-1 (acc. 0001628280-26-036936), 424B4 (0001628280-26-042639), 10-Q for Q2 2026 (0001628280-26-052535)
- Apollo press release, January 7, 2026 ("GPU Lease Financing to Support xAI's Second Data Center")
- Apollo Debt Solutions BDC 8-K (0001193125-26-021206); Apollo Diversified Credit Fund N-CSRS (0001398344-26-016399); Valor Compute Infrastructure Form D/A (0001012975-26-000462)
- IREN 10-K, fiscal 2025 (0001878848-25-000063)
- Bit Digital 10-K, 2024 (0001013762-25-000307)
- Boost Run S-1 (0001493152-26-031923)
- Corvex (formerly Movano) S-1/A (0001213900-26-013723)
- Xiechuang Data notice 2026-009; QingCloud notice 2024-061
- NVIDIA Enterprise Solution Support Terms, section 2.4 (effective June 11, 2025)