Nebius Group plans unregistered sale of up to USD 4.5 billion convertible notes in private offering
NBIS•Securities to remain unregistered
The notes, shares deliverable on conversion, and any exchange shares are not registered under the Securities Act.
Potential exchanges and use of proceeds
The issuer expects privately negotiated exchanges of portions of its 2029 or 2031 convertible senior notes for unregistered Class A shares.
Proceeds are earmarked for AI cloud growth, data center build-out, data center expansion, GPU procurement, and general corporate purposes.
Private offering of convertible senior notes
Nebius Group launched a private offering of USD 4.5 billion of convertible senior notes to qualified institutional buyers under Rule 144A.
Two tranches are planned:
- USD 2.75 billion due 2030
- USD 1.75 billion due 2034
