Nebius Group announces proposed $4.50 billion private offering of convertible senior notes in two tranches
Nebius Group N.V. announced a proposed private offering of $4.50 billion aggregate original principal amount of convertible senior notes in two tranches: $2.75 billion of notes due 2030 and $1.75 billion of notes due 2034, to qualified institutional buyers under Rule 144A. The Company also expects to grant initial purchasers an option to purchase up to an additional $375 million of 2030 Notes and up to an additional $300 million of 2034 Notes within 13 days of first issuance. The Company intends to use net proce...
Key takeaways
Proposed $4.50 billion convertible senior notes offering in two tranches: $2.75 billion 2030 Notes and $1.75 billion 2034 Notes.
Greenshoe option: up to an additional $375 million of 2030 Notes and up to an additional $300 million of 2034 Notes, exercisable within 13 days from first issuance.
Use of proceeds: data center construction and build-out, full-stack AI cloud investments, data center footprint expansion, procurement of key components including GPUs, and general corporate purposes.
Concurrent privately negotiated exchange transactions of existing 2.00% Convertible Senior Notes due 2029 and 3.00% Convertible Senior Notes due 2031 for Class A ordinary shares are not contingent on the offering closing.
Maturity dates: February 15, 2030 (2030 Notes) and February 15, 2034 (2034 Notes); coupon, initial conversion rate, and accretion schedule to be determined at pricing.
Offering structure: private offering to qualified institutional buyers under Rule 144A; U.S. Bank Trust Company, National Association as Trustee; notes are senior, unsecured obligations.
Conversion settlement may be in cash, Class A ordinary shares, or a combination, at the Company's election subject to Dutch tax law conditions; conversion rate is based on original principal amount rather than Accreted Principal Amount.
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