Nonprofits generally have to break out unrelated business income [1] into for-profit companies that pay tax and pass the post-tax profit to the non-profit. In this case OpenAI the nonprofit owns OpenAI Global, LLC which is the entity that operates their API/ChatGPT and receives the investments from Microsoft et al.
Other examples include Mozilla Foundation and Mozilla Corporation, which receives the payments from Google for default search engine placement and hires Firefox engineers, and the Smithsonian museum gift shop. It’s a very common corporate structure for nonprofits that run some kind of business because it derisks accounting and management.
Musk is offering to buy the forprofit from the nonprofit, which would mean a $97.4 billion endowment for the latter to carry out their mission. It’s not necessarily a bad deal because it converts an optimistic VC valuation into hard assets, unless the rumored new round at a $300 billion valuation with Softbank is true.
That depends entirely on the final contracts they signed with OpenAI Global, LLC and I think there have been at least two deals so far (and latter ones might have amended the previous ones).
Based on their blog post [1] and various rumors in the press, it sounds like Microsoft has some contingencies in place. I assume their investments will just convert to hard equity in case of a sale (if they haven’t already).
> Musk is offering to buy the forprofit from the nonprofit
But that's not what the article says. It specifically says he's offering "to buy the nonprofit that controls OpenAI", not the for-profit that it owns. That's why I'm confused.
I think the journalist that originally reported the story for the Wall Street Journal, that got sent the press release, is just misinformed about nonprofits and that has been parroted by every downstream outlet. It’s a pattern I’ve noticed a lot with reporting on OpenAI over the last year (and tons in HN comments any time the topic comes up).
Either that or Musk has a really bad lawyer or this is a publicity stunt. There is a process to turn a nonprofit back into a forprofit but it’s very complicated, probably requires dissolution of the entity altogether, would almost certainly involve California regulators, and might require that the nonprofit divest its assets to a different nonprofit (which would defeat the purpose since OpenAI Global likely has all the IP).
Other examples include Mozilla Foundation and Mozilla Corporation, which receives the payments from Google for default search engine placement and hires Firefox engineers, and the Smithsonian museum gift shop. It’s a very common corporate structure for nonprofits that run some kind of business because it derisks accounting and management.
Musk is offering to buy the forprofit from the nonprofit, which would mean a $97.4 billion endowment for the latter to carry out their mission. It’s not necessarily a bad deal because it converts an optimistic VC valuation into hard assets, unless the rumored new round at a $300 billion valuation with Softbank is true.
[1] https://www.irs.gov/charities-non-profits/unrelated-business...