Nebius Group announces private placement of $1 billion in aggregate principal amount of convertible notes
“We are pleased to have successfully raised
"Since our
"Building foundational AI infrastructure is a capital-intensive business. In addition to access to the capital markets, we are fortunate to have non-core assets and equity stakes with significant growth profiles that can be used to support the future funding requirements of our core business. Our strong balance sheet and low interest burden will allow revenue growth to translate efficiently into bottom-line results and to be reinvested into our core business. These are important competitive differentiators for us as it should enable us to deploy billions of additional capital to support our plans for hypergrowth, while remaining disciplined on leverage and minimizing shareholder dilution.
"We are grateful for the continued support of our investors, who understand the scale of what we’re building and the substantial market opportunity we can capture."
The Company intends to use the net proceeds of the issuance of the Notes to finance the continuing growth of its business, including the acquisition of additional compute power, the expansion of its data center footprint, and for general corporate purposes.
The Notes will be issued pursuant to respective indentures to be dated
The original principal amount of the Notes plus an amount accreted thereon (together, the “Accreted Principal Amount”) will be payable on the respective maturity date and upon an event of default (as defined in the respective Indentures), unless the relevant Notes have been earlier repurchased, redeemed or converted in accordance with their terms. The Accreted Principal Amount shall be calculated in accordance with an accretion schedule included in the respective Indentures, such that it reaches 120% of the original principal amount of the 2029 Notes and 125% of the original principal amount of the 2031 Notes on the respective maturity dates.
The Notes will have an initial conversion rate of 19.4363 Class A ordinary shares of the Company per
Taking into account the Accreted Principal Amount payable at maturity, the effective conversion price of the 2029 Notes is equal to approximately
Prior to the close of business on the business day immediately before the date that is two months prior to the respective maturity date of the Notes, the Notes of such tranche will be convertible only upon satisfaction of certain conditions and during certain periods, including if the sale price of the Class A ordinary shares over a specified period of time is equal to or greater than 130% of the product of the then-applicable conversion rate and the ratio of the Accreted Principal Amount at the time to the original principal amount of the Notes (the “Accretion Ratio”). From the date that is two months prior to the respective maturity date of the Notes, the Notes of such tranche will be convertible at any time at the election of the holders of the Notes until the close of business on the second scheduled trading day immediately preceding the respective maturity date. The Company will settle conversions of the Notes by paying or delivering, as applicable, cash, Class A ordinary shares or a combination of cash and Class A ordinary shares, at the Company’s election, based on the then-applicable conversion rate per original principal amount of Notes.
The Company may elect to redeem the Notes, in whole or in part (subject to certain limitations), for cash on or after
Holders of the Notes will have the right to require the Company to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the Indentures) at a cash repurchase price of 100% of their respective Accreted Principal Amount at the time, plus accrued and unpaid interest, if any, on the original principal amount of their Notes to, but excluding, the applicable repurchase date.
Settlement and delivery of the Notes is expected to take place on or about
The Company and the members of the Company’s Board of Directors have agreed to a lock-up period of 30 days, subject to customary exceptions. The Company has further granted the initial investors in the Notes certain registration rights in respect of the Class A ordinary shares issuable upon conversion of the Notes.
The Notes are being sold only to investors who are “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any Notes or Class A ordinary shares, nor shall there be any offer, solicitation or sale of Notes or Class A ordinary shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About
Nebius is a technology company building full-stack infrastructure to service the explosive growth of the global AI industry, including large-scale GPU clusters, an AI-native cloud platform, and tools and services for developers. Headquartered in
Nebius Group’s core business is an AI cloud platform built from the ground up for intensive AI workloads. With proprietary cloud software architecture and hardware designed in-house, Nebius gives AI builders the compute, storage, managed services and tools they need to build, tune and run their models.
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TripleTen — a leading edtech player in the
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To learn more please visit www.nebius.com
Disclaimer
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. All statements contained in this press release other than statements of historical facts, including, without limitation, statements regarding our future financial and business performance, our business and strategy, expected growth, planned investments and capital expenditure, capacity expansion plans, anticipated future financing transactions and expected financial results, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “guide,” “intend,” “likely,” “may,” “will” and similar expressions and their negatives are intended to identify forward-looking statements.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. Actual results may differ materially from the results predicted or implied by such statements, and our reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted or implied by such statements include, among others: our ability to build our businesses to the desired scale, competitive pressures, technological developments, our ability to secure and retain clients, our ability to secure capital to accommodate the growth of the business, unpredictable sales cycles, potential pricing pressures, as well as those risks and uncertainties related to our continuing businesses included under the captions “Risk Factors” and “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
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