AI cloud platform operator Nebius Group N.V. (NASDAQ: NBIS) announced plans to raise $4.5 billion through a private placement of convertible senior notes, with proceeds directed toward data center construction, AI infrastructure and general corporate purposes.
The offering consists of $2.75 billion in notes maturing February 15, 2030, and $1.75 billion in notes due February 15, 2034. U.S. Bank Trust Company, National Association, will act as trustee for the senior, unsecured obligations, which will bear semi-annual interest payments.
Initial purchasers have been granted a 13-day option to acquire an additional $375 million of the 2030 notes and $300 million of the 2034 notes. Proceeds will support data center expansion, procurement of components including GPUs, and investment in the company’s AI cloud platform.
Noteholders may convert their holdings under specified conditions, with Nebius retaining the option to settle conversions in cash, Class A ordinary shares, or a combination of both. Redemption restrictions apply until February 21, 2028 for the 2030 notes and August 21, 2028 for the 2034 notes, except in cases of tax law changes.
After these dates, redemption may occur if the notes are freely tradable and the Class A share price reaches at least 130% of the conversion price, or 150% for 2034 notes redeemed between August 21, 2028 and August 21, 2029.
Concurrently, Nebius expects to enter privately negotiated exchange agreements with holders of its existing 2.00% convertible notes due 2029 and 3.00% convertible notes due 2031, exchanging portions of those obligations for Class A shares. The new offering is not contingent on completing these exchanges.
