Nebius Group N.V. has announced its intention to offer $4.5 billion in convertible senior notes through a private placement to qualified institutional buyers. The offering consists of two series: $2.75 billion in notes due 2030 and $1.75 billion in notes due 2034. The company will use the proceeds to finance business growth, including data center construction and investments in its AI cloud platform.
Offering Details
The notes will be senior, unsecured obligations issued under indentures with U.S. Bank Trust Company, National Association as trustee. They will bear interest on the original principal amount, payable semi-annually. Noteholders may convert their notes under certain circumstances, with the company settling conversions through cash, Class A ordinary shares, or a combination of both.
Redemption Terms
The 2030 notes mature February 15, 2030, and the 2034 notes mature February 15, 2034. The company cannot redeem the 2030 notes before February 21, 2028, and the 2034 notes before August 21, 2028, except for certain tax law changes. After these dates, redemption is permitted if notes are freely tradable and the Class A share price meets specified thresholds.
Concurrent Exchange Agreements
Concurrently with pricing, 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 for Class A shares.
