Key Highlights Nebius Group revealed plans for a $4.5 billion private placement of convertible senior notes Shares of NBIS declined more than 8% during premarket hours after the disclosure Th
Shares of Nebius Group (NBIS) tumbled over 8% during Wednesday’s premarket session following the company’s disclosure of a $4.5 billion convertible senior notes offering.
The capital raise will be structured across two separate tranches. The company plans to issue $2.75 billion in notes maturing on February 15, 2030, alongside $1.75 billion in notes coming due on February 15, 2034.
The entire offering will be conducted via private placement exclusively to qualified institutional buyers.
Nebius is providing initial buyers with an over-allotment option to purchase additional securities. This greenshoe provision encompasses up to $375 million for the 2030 tranche and up to $300 million for the 2034 tranche, with the option exercisable during the initial 13-day period following issuance.
Should the over-allotment options be fully exercised, the aggregate fundraise could exceed $5.1 billion.
According to the company’s statement, the capital will finance ongoing business expansion initiatives. This encompasses the construction and enhancement of data center facilities, advancement of its comprehensive AI cloud platform, and acquisition of critical hardware components such as GPUs.
Any surplus capital will be allocated toward general corporate needs.
In conjunction with the fresh debt offering, Nebius intends to negotiate exchange agreements with select holders of existing convertible debt. These include holders of the company’s 2.00% Convertible Senior Notes maturing in 2029 and 3.00% Convertible Senior Notes maturing in 2031.
Through these arrangements, certain portions of outstanding notes will be exchanged for Nebius Class A ordinary shares, each carrying a par value of €0.01.
This maneuver essentially transforms a portion of corporate debt into equity ownership, which has the potential to dilute current shareholders’ positions.
The combination of potential dilution and the substantial size of the new debt offering appears to be driving the significant premarket decline in NBIS shares.
Initially, the stock had fallen over 6% immediately following the announcement, with losses deepening to surpass 8% as premarket activity progressed.
Both the 2030 and 2034 note series will reach maturity on February 15 of their designated years, when the principal amount along with any accrued interest will be due for repayment.
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