After multi-billion Microsoft deal, Amsterdam’s Nebius Group set to raise $3.75B through convertible notes and share sales

Amsterdam-based Nebius Group, an AI infrastructure company, has announced the pricing of its offering of $2.75B in convertible senior notes.

Contentlockr

It includes two series — $1.375B of 1.00 per cent convertible notes due in 2030 and $1.375B of 2.75 per cent convertible notes due in 2032.

This offering is available only to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The offering size has been increased from an earlier announcement of $2B. The settlement of the Notes is expected on September 15, 2025, subject to standard closing conditions.

Nebius Group has also provided the initial buyers with options to purchase an additional $206.25M of both the 2030 and 2032 Notes within 13 days of the initial issuance.

The announcement comes a couple of days after signing a new agreement with Microsoft for five years to deliver AI infrastructure to Microsoft, valued at around $19.4B (approximately €16.5B).

$1B public offering of Class A ordinary shares

The Dutch company also announced that it is offering $1B in Class A ordinary shares at $92.50 each.

The underwriters can also buy an additional $150M in shares within 30 days at the same price, minus any discounts and commissions.

The offering is expected to close on September 15, 2025, pending standard closing conditions.

The company estimates that the net proceeds from the concurrent offering of the Notes will be approximately $2,694.5M, or about $3,098.7M if the initial purchasers fully exercise their option to buy additional Notes.

This is after deducting the initial purchasers’ discounts, commissions, and estimated offering expenses.

Fund utilisation

The company intends to use the net proceeds from the offering of Class A ordinary shares and the Notes to finance its ongoing growth.

It includes acquiring additional computing power and hardware, securing strategic high-quality and well-located land plots from reliable providers, expanding its data centre footprint, and covering general corporate purposes.

Nebius: Providing AI infrastructure

Nebius, founded by Arkady Volozh, provides essential infrastructure for the growing global AI industry.

Their AI cloud platform is built to handle demanding AI tasks.

With a complete set of custom software and hardware, Nebius offers AI developers the computing power, storage, managed services, and tools they need to create and run their models and applications.