Nebius funds $4.5bn of AI capacity on terms that pay lenders mostly in stock
The larger 2030 tranche carries a coupon of no more than 0.5 percent, and Nebius is also swapping older convertibles for shares. The build-out is priced in dilution, not cash flow.
The Product Desk
What happened
- Nebius Group, based in Amsterdam, said on Wednesday it plans to raise $4.5 billion by selling convertible bonds and will use the money to build data centres for artificial intelligence.
- The offering is in two series: $2.75 billion of convertible notes due 2030 and $1.75 billion of convertible notes due 2034.
- Initial purchasers will also be offered the opportunity to buy an additional $375 million of the 2030 notes and $300 million of the 2034 notes; in s1 the option runs for 13 days from the first issue.
- If the additional allotment is taken in full, the offering totals $5.175 billion.
- Nebius says proceeds will fund the continuing growth of its business and capex including construction and buildout of data centers, investment in developing its cloud platform, procurement of components including GPUs, and general corporate purposes.
Why it matters
Nebius Group said on Wednesday it plans to raise $4.5 billion by selling convertible bonds, split into $2.75 billion maturing in 2030 and $1.75 billion maturing in 2034 [1][2]. The proceeds go to data centre construction and buildout, cloud platform development and procurement of components including GPUs [4], and the structure is the story: the cash cost of the larger tranche is close to nothing, and the compensation to holders is the option to become shareholders.
According to people familiar with the matter cited by Bloomberg, the 2030 notes carry a coupon of zero to 0.5 percent and the 2034 notes carry 4 to 4.5 percent [5]. The near-free money is therefore about 61 percent of the base deal [12]. Taking the top of both ranges, annual cash interest on the full $4.5 billion works out at roughly $92.5 million, or about 2.06 percent [22]. Nebius keeps the flexibility to settle conversions in cash, shares or a mix, at its own choice, and the notes are senior unsecured obligations that it cannot redeem early before 2028 except on certain tax changes [13]. Four banks are running the sale: Goldman Sachs, JPMorgan, Citigroup and Bank of America, Bloomberg reported, citing the same people; spokespeople for Goldman, Citigroup and Bank of America declined to comment, and Nebius and JPMorgan did not respond [21].
The equity side is not hypothetical. Alongside the new bonds, Nebius said it expects to negotiate deals with some holders of its existing 2 percent notes due 2029 and 3 percent notes due 2031, exchanging part of that debt for Class A shares [15]. The company itself cautioned that participants might sell those shares or adjust related trades, and that this could weigh on the share price; the bond sale does not depend on the exchanges closing, and it said there is no guarantee any of them will [16]. That is dilution pulled forward, by choice.
Set the raise against operations. Second-quarter 2026 revenue was $582.3 million, up 454 percent year on year, and adjusted EBITDA swung from a $21 million loss to $236.2 million [10]. Annualised, the base $4.5 billion is about 1.9 times revenue [23] and about 4.8 times adjusted EBITDA [24]. Nebius has said much of its recent revenue arrived as advance payments from customers, which helps fund the build-out but commits it to delivering [18], and it has signed multi-billion-dollar supply contracts with Meta and Microsoft plus a $1 billion capacity deal with Reflection [19].
The financing stack is stacking up. This is the second convertible raise of 2026, after about $4.3 billion in an enlarged sale earlier in the year that followed the Meta supply agreement, per Bloomberg [6], taking the year's convertible total to roughly $8.8 billion [17]. DatacenterDynamics notes a $4 billion convertible offering launched in March 2026, the same month Nvidia invested $2 billion [7], and $775 million of debt financing secured less than a month before this offering [8]. Nebius has also borrowed against its GPUs [9]. The stock fell as much as 9.2 percent in US premarket trading, after a 197 percent run this year through Tuesday's close [14].
Watch the exchange terms with the 2029 and 2031 holders, and how much stock they absorb [15]. Watch whether purchasers take the extra $375 million and $300 million within 13 days, which would lift the deal to $5.175 billion [3][11]. Watch final pricing against the indicated coupon ranges [5]. And watch delivery on the newly announced European capacity, including Vantage in Wales, Greenergy in Estonia and a second self-built facility at Mantsala, Finland [20].
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- [1]
Nebius Group, based in Amsterdam, said on Wednesday it plans to raise $4.5 billion by selling convertible bonds and will use the money to build data centres for artificial intelligence.
- [2]
The offering is in two series: $2.75 billion of convertible notes due 2030 and $1.75 billion of convertible notes due 2034.
- [3]
Initial purchasers will also be offered the opportunity to buy an additional $375 million of the 2030 notes and $300 million of the 2034 notes; in s1 the option runs for 13 days from the first issue.
- [4]
Nebius says proceeds will fund the continuing growth of its business and capex including construction and buildout of data centers, investment in developing its cloud platform, procurement of components including GPUs, and general corporate purposes.
- [5]
The 2030 notes carry a coupon of zero to 0.5 percent and the 2034 notes carry 4 to 4.5 percent, according to people familiar with the matter cited by Bloomberg, which also reported Nebius expected to price the offering later on Wednesday.
- [6]
This is the second time in 2026 that Nebius has turned to the convertible market; it raised about $4.3 billion in an enlarged sale earlier in the year, according to Bloomberg, in a deal that followed a supply agreement with Meta.
- [7]
In March 2026 Nebius launched a $4 billion convertible senior notes offering split into two series, and that month Nvidia invested $2 billion in the company.
- [8]
The bond offering comes less than a month after Nebius secured $775 million in debt financing.
- [9]
Nebius has also borrowed against its GPUs to raise money.
- [10]
Nebius reported Q2 2026 revenue of $582.3 million, a 454 percent increase on Q2 2025, with adjusted EBITDA swinging from a $21 million loss in Q2 2025 to $236.2 million.
- [11]
If the additional allotment is taken in full, the offering totals $5.175 billion.
- [12]
The tranche with the zero to 0.5 percent coupon is about 61 percent of the $4.5 billion base offering.
- [13]
Nebius said the notes will be senior, unsecured obligations paying interest twice a year, that it cannot redeem either series early before 2028 except in the event of certain tax changes, and that it could settle any conversions with cash, shares or a mix at its own choice.
- [14]
Nebius stock fell as much as 9.2 percent in US premarket trading on Wednesday, Bloomberg reported, following a run of 197 percent this year through Tuesday's close.
- [15]
Nebius said it expected to strike separate deals with some holders of its existing 2 percent notes due 2029 and 3 percent notes due 2031, under which holders would exchange part of that older debt for Nebius Class A shares, with terms negotiated with each holder.
- [16]
Nebius cautioned that investors taking part in the exchanges might sell the shares or adjust related trades and that those moves could weigh on the share price; it added the bond sale did not depend on the exchanges going ahead and there was no guarantee any would close.
- [17]
Nebius convertible issuance in 2026 totals roughly $8.8 billion counting the earlier sale and this offering.
- [18]
Nebius has said much of its recent revenue arrived as advance payments from customers, which helps fund the build-out but also commits it to delivering.
- [19]
Nebius has signed multi-billion-dollar supply contracts with Meta and Microsoft and capacity deals including a $1 billion agreement with the AI startup Reflection.
- [20]
In the last month Nebius announced European expansion plans including deployments with Vantage in Wales, Greenergy in Estonia, and a second self-built facility at its campus in Mantsala, Finland.
- [21]
Four banks are running the sale, Bloomberg said citing people familiar with the matter: Goldman Sachs, JPMorgan, Citigroup and Bank of America; spokespeople for Goldman Sachs, Citigroup and Bank of America declined to comment, and representatives for Nebius and JPMorgan did not respond to requests for comment.
- [22]
At the top of both indicated coupon ranges, annual cash interest on the $4.5 billion is about $92.5 million, or roughly 2.06 percent of the amount raised.
- [23]
Annualising second-quarter revenue gives about $2.33 billion, making the $4.5 billion base raise roughly 1.9 times revenue.
- [24]
Annualising second-quarter adjusted EBITDA gives about $944.8 million, making the $4.5 billion base raise roughly 4.8 times adjusted EBITDA.
Sources
2 independent publishers whose own reporting we read for this story.
- datacenterdynamics.comNebius seeks to raise $4.5bn in bond offering
1 article · August 19, 2026
- thenextweb.comNebius is raising $4.5bn in convertible bonds to build AI data centres
1 article · August 19, 2026
Topics and entities
Topics
- AI infrastructure financing
- European Data Centre Buildout
- Convertible Bond Issuance
- Neocloud GPU Providers
- GPU Capacity Contracts