Nebius Group Announces $3.75 Billion Convertible Note Offering

Nebius Group N.V., an AI infrastructure company, has revealed plans for a private offering of $3.75 billion in convertible senior notes. The offering will be split into two tranches: $2.0 billion due in 2031 and $1.75 billion due in 2033. The move aims to fund business growth, including data center construction and AI cloud development.

The notes will be issued under indentures with U.S. Bank Trust as trustee. Convertible into cash or Class A shares, they carry conditions influenced by Dutch tax laws. Buyers include qualified institutional investors under Rule 144A of the Securities Act.

The notes will mature in 2031 and 2033, with potential early redemption depending on share price performance. Nebius aims to use proceeds for strategic investments, expansion, and general corporate needs.