Nebius Boosts Convertible Offering to $5 Billion as AI Expansion Heats Up

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Nebius Group N.V. (NASDAQ: NBIS) saw its stock dip on Thursday after the company priced an upsized $5 billion convertible notes offering. The move is part of its aggressive push to expand its artificial intelligence infrastructure business.

The AI cloud company increased the offering from its previously announced $4.5 billion. The deal is expected to close Aug. 24, subject to customary conditions.

Nebius Raises $5 Billion For AI Expansion

The offering includes $3 billion of 0.50% convertible notes due 2030 and $2 billion of 4.50% notes due 2034.

Nebius expects net proceeds of about $4.94 billion. That could rise to roughly $5.68 billion if buyers fully exercise options to purchase additional notes.

The company plans to use the proceeds to build and expand data centers. It will also invest in its full-stack AI cloud platform and buy key components, including graphics processing units.

Conversion Prices Carry Large Premiums

The 2030 notes initially convert at about $313.46 per share. That represents a 40% premium to Nebius' Aug. 19 closing price of $223.90.

Meanwhile, the 2034 notes have an initial conversion price of about $324.65 per share, a 45% premium.

Nebius Exchanges Existing Debt

Separately, Nebius agreed to exchange $400 million of its 2% convertible notes due 2029 and $400 million of its 3% notes due 2031.

In return, participating holders will receive about 15.8 million Class A shares. Nebius said holders could sell those shares or adjust related hedges, which could put pressure on the stock price.

The exchange transactions are also expected to settle around Aug. 24.

NBIS Price Action: Nebius Group shares were trading down 1.13% at $221.37 at the time of publication on Thursday, according to market data.