Members of our Capital Markets team acted for the initial purchaser in connection with Nebius Group N.V.’s (Nasdaq: NBIS) landmark USD 5.75 billion private offering of convertible senior notes. The transaction is reported to be the largest convertible notes offering priced to date.
The offering comprised USD 3.45 billion aggregate principal amount of 0.50% convertible senior notes due 2030 and USD 2.30 billion aggregate principal amount of 4.50% convertible senior notes due 2034. The transaction included a USD 750 million greenshoe option, which was exercised in full by the initial purchasers following strong investor demand.
Nebius Group N.V. intends to use the net proceeds of the offering to support the continued expansion of its AI cloud infrastructure business, including investments in data centre development, GPU procurement, the expansion of its data centre footprint and the further development of its full-stack AI cloud platform.
Our team advised on all Dutch law and tax aspects of the transaction, including the offering documentation, the notes terms and related corporate authorisations. The matter required seamless coordination with Latham & Watkins as international counsel and swift execution against a tight transaction timeline.
This transaction further illustrates the firm’s depth of experience in Capital Markets transactions involving complex financing structures.