Nebius Group has finalized the pricing for an expanded $5 billion convertible bond offering designed to accelerate its data center infrastructure buildout. Despite the financing announcement, NBIS stock declined 9.87% to close at $223.90, and subsequently fell another 1.74% to $220.00 in pre-market trading.
Offering Structure and Proceeds
The offering size increased from an initially announced $4.5 billion and is divided into two distinct note tranches marketed exclusively to qualified institutional investors via a private Rule 144A placement. The transaction includes $3 billion in 0.50% convertible senior notes maturing in 2030, along with $2 billion in 4.50% convertible senior notes maturing in 2034.
Settlement is anticipated on August 24, subject to customary closing conditions. Nebius has also granted purchasers options to buy an additional $450 million of the 2030 notes and up to $300 million of the 2034 notes. After deducting underwriting fees and estimated expenses, Nebius expects net proceeds of approximately $4.94 billion, which could rise to roughly $5.68 billion if the additional purchase options are fully exercised.
Infrastructure Strategy and Conversion Terms
The company plans to allocate the capital toward data center construction, facility expansions, GPU acquisition, cloud infrastructure, and general corporate needs. Both note series rank as senior unsecured obligations with semi-annual interest payments beginning on February 15, 2027. U.S. Bank Trust Company serves as the trustee.
The 2030 notes carry an initial conversion price of approximately $313.46 per Class A share, representing a 40% premium over the August 19 closing price of $223.90. The 2034 notes feature an initial conversion price of roughly $324.65, representing a 45% premium. Furthermore, Nebius has arranged to exchange $800 million of outstanding convertible notes for approximately 15.8 million Class A shares.
