Nebius Group N.V. (NASDAQ:NBIS) saw its stock decline 4% in early trading Wednesday after the AI infrastructure company unveiled plans for a combined $3 billion financing initiative, including a $2 billion convertible notes offering and a $1 billion sale of Class A ordinary shares.
The Amsterdam-based firm plans to issue the convertible notes in two tranches: $1 billion due in 2030 and another $1 billion due in 2032. Nebius will also provide initial purchasers with options to acquire up to an additional $150 million for each series.
Concurrently, Nebius is offering $1 billion of its Class A shares through an underwritten public offering, with underwriters granted the option to buy up to an extra $150 million.
Proceeds from both initiatives are intended to support business expansion, including investments in additional compute capacity and hardware, acquisition of strategic land parcels, expansion of its data center network, and general corporate purposes.
The convertible notes will be senior unsecured obligations, bearing interest on the principal amount payable semi-annually. Noteholders will have rights to convert under certain conditions, with conversions settled in cash, Class A shares, or a combination of both.
Maturities for the 2030 and 2032 notes are set for September 15 of their respective years, with the principal amount expected to reach 115% of the original at maturity. The company noted that neither series can be redeemed before September 20, 2028, except in the event of specific tax law changes.
Interest rates, conversion ratios, and additional terms will be finalized during pricing. Both offerings are subject to market conditions, and the note and share offerings are independent of each other.
This content is for informational purposes only and does not constitute financial, investment, or other professional advice. It should not be considered a recommendation to buy or sell any securities or financial instruments. All investments involve risk, including the potential loss of principal. Past performance is not indicative of future results. You should conduct your own research and consult with a qualified financial advisor before making any investment decisions.