Nebius Secures $4.34B Convertible Notes for AI Data Center Expansion
Nebius Group closed a private offering of $4.3375 billion in convertible senior notes, comprising $2.5875 billion of 1.25% notes due 2031 and $1.75 billion of 2.625% notes due 2033, with a $262.5 million over-allotment option. Net proceeds will fund data center build-outs, full-stack AI cloud expansion and GPU procurement.
1. Offering Details
Nebius Group closed two tranches of convertible senior notes totaling $4.3375 billion, consisting of $2.5875 billion of 1.25% notes due 2031 and $1.75 billion of 2.625% notes due 2033. The initial purchaser exercised its full $337.5 million option on the 2031 notes and retains an option for $262.5 million of additional 2033 notes through April 2, 2026.
2. Use of Proceeds
Net proceeds will finance construction and build-out of multiple data centers, expansion of the company’s full-stack AI cloud platform and procurement of GPUs, bolstering capacity for model training and deployment. A portion of funds will also support general corporate purposes and strategic investments in AI infrastructure.
3. Conversion and Dilution
The notes are convertible into Nebius common shares under specified conversion rates, introducing potential dilution for existing shareholders. Interest rates of 1.25% and 2.625% reflect a low-cost funding strategy compared to conventional debt financing, balancing capital structure with equity-linked obligations.
4. Strategic Impact
This $4.34 billion financing positions Nebius to accelerate expansion amid rising AI demand, enhancing its global footprint and technological edge. The increased liquidity strengthens its ability to compete in the AI cloud market and pursue long-term growth initiatives.