Nebius Group plans $2 billion convertible notes offering

Nebius Group N.V. (NASDAQ: NBIS) announced plans to offer $2 billion in convertible senior notes through a private placement to qualified institutional buyers. The AI infrastructure company will issue the notes in two series: $1 billion due in 2030 and $1 billion due in 2032.

The company also plans a concurrent $1 billion public offering of Class A ordinary shares. Neither offering is contingent on the other's completion. Initial purchasers will receive options to buy additional notes totaling up to $150 million for each series, while underwriters can purchase up to $150 million in additional shares.

Nebius Group intends to use proceeds to finance business growth, including acquiring compute power and hardware, securing land plots for data centers, expanding its data center operations, and general corporate purposes.

The convertible notes will be senior, unsecured obligations bearing interest payable semi-annually. Noteholders can convert their notes under specified circumstances, with the company having the option to settle conversions through cash, shares, or a combination. The notes will mature on September 15, 2030 and September 15, 2032, respectively.

Each note series includes an accretion feature that increases the principal amount to 115% of the original amount by maturity. The company cannot redeem the notes before September 20, 2028, except for certain tax law changes. After that date, redemption is permitted if the Class A share price exceeds 130% of the conversion price for a specified period.

The notes and any shares deliverable upon conversion will not be registered under the Securities Act of 1933. Interest rates, initial conversion rates, and other terms will be determined at pricing.

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