Nebius Group N.V. (Nebius Group), an AI cloud company, has announced its intention to offer, subject to market and other conditions, an aggregate principal amount of US$ 4.50 billion of convertible senior notes. Through this proposed private offering, Nebius Group intends to use the net proceeds to support the continued growth of its business, including the construction and build-out of data centers, invest in full-stack AI cloud development, expand its data center footprint, procure key components such as GPUs, and other general corporate purposes.
According to a press release, the proposed offering will consist of US$ 2.75 billion of convertible notes due in 2030 and US$ 1.75 billion of notes due in 2034. The notes will be offered to qualified institutional buyers under Rule 144A. Nebius will grant the initial purchasers an option to buy an additional US$ 375 million of the 2030 notes and US$ 300 million of the 2034 notes, potentially increasing the total offering to US$ 5.175 billion.
Alongside the new debt offering, Nebius expects to negotiate separate transactions with some holders of its existing convertible notes due in 2029 and 2031. Under those transactions, participating holders could exchange part of their existing debt for Nebius Class A shares.
The terms of those exchanges will be negotiated individually and are expected to depend on the company’s share price and the trading prices of the existing notes. Holders receiving shares could subsequently sell them or adjust related hedging positions, potentially affecting Nebius’ share price and the trading price of its securities.
The existing-note exchanges are not required for the new convertible debt offering to proceed, and Nebius said there is no assurance that any of the proposed transactions will be completed.
The new notes will be senior, unsecured obligations of Nebius and will pay interest semi-annually. Investors will have the right to convert the notes into cash, Class A shares or a combination of both under specified conditions, with the company retaining the choice of settlement method subject to certain restrictions related to Dutch tax law.
The financing comes as Nebius invests heavily in the infrastructure required to provide AI computing services. Data centers, GPUs and related equipment are among the largest costs for AI cloud providers as demand for computing capacity grows. The proposed financing would give Nebius a substantial pool of capital to expand physical computing infrastructure while continuing to develop its AI cloud platform.