$NBIS announces proposed private offering of $3.75 billion of convertible senior notes

The offering consists of:
•$2.0 billion of convertible notes due 2031
•$1.75 billion of convertible notes due 2033
Nebius also expects to give the initial purchaser an over-allotment option for up to:
•$300 million of additional 2031 notes
•$262.5 million of additional 2033 notes
The company said the proceeds will be used to support the continued growth of the business, including:
•construction and build-out of data centers
•development of its full-stack AI cloud
•expansion of its data center footprint
•procurement of key components, including GPUs
•general corporate purposes
The notes will be senior unsecured obligations and will pay interest semi-annually. Holders will be able to convert the notes in certain circumstances. Nebius may settle conversions in cash, Class A shares, or a combination of both, at its election.
The 2031 notes mature on March 15, 2031, and the 2033 notes mature on March 15, 2033, unless earlier repurchased, redeemed, or converted.
The notes include an accretion schedule so that the amount payable at maturity reaches 120% of the original principal amount for each series. However, conversion terms will be based on the original principal amount, not the accreted amount.
Nebius may not redeem:
•the 2031 notes before March 20, 2029
•the 2033 notes before March 20, 2030
except in certain tax-related cases.
After those dates, the notes can be redeemed for cash only under certain conditions, including if the Class A share price exceeds 130% of the relevant conversion threshold for a specified period.
If certain corporate events amounting to a fundamental change occur, holders may require Nebius to repurchase the notes for cash.
The interest rate, initial conversion rate, and other final terms will be determined when the offering is priced.
The securities are not registered under the Securities Act and may only be offered or sold pursuant to an exemption.