Nebius Lines Up $4.5 Billion Convertible Bet to Fund Its AI Buildout

Nebius Group is reaching again for the convertible-debt market, proposing a $4.5 billion private offering to finance the data centers, GPUs and cloud infrastructure behind one of the most aggressive artificial-intelligence buildouts in the United States.

The Amsterdam-based AI cloud company, a major U.S. data center developer, said it plans to sell $2.75 billion of convertible senior notes due in 2030 and $1.75 billion due in 2034 to qualified institutional buyers.

 Initial purchasers would have 13 days to buy as much as $375 million more of the 2030 notes and $300 million more of the 2034 notes, lifting the possible deal to $5.175 billion.

Nebius said the proceeds would support construction and buildout of data centers, development of its full-stack AI cloud, expansion of its data-center footprint, purchases of key components including GPUs, and general corporate purposes.

The notes would be senior unsecured obligations and pay interest twice a year. Holders could convert them under specified conditions, while Nebius could settle in cash, Class A shares or a combination. 

The structure also pushes part of the bill into the future: principal will accrete according to a schedule and reach a premium at maturity, although conversion will be calculated on the original principal rather than the higher accreted amount. The interest rates, conversion rates and accretion schedules will be set when the offering is priced.

At the same time, Nebius expects to negotiate exchanges of some of its 2 percent convertible notes due in 2029 and 3 percent notes due in 2031 for Class A shares. That would reduce future interest expense and remove nearer maturities, but it would also bring some shareholder dilution forward. Nebius warned that participating holders could sell shares or unwind hedges, activity that could pressure the stock and influence the new notes’ conversion price.

This would be Nebius’s second major convertible financing in about five months. The company priced a $4 billion offering in March, bringing the base principal announced across the two deals to $8.5 billion, with options potentially pushing the total higher. 

That pace is a window into the economics of the AI infrastructure race: customer contracts may be enormous, but the power, buildings and accelerators have to be paid for well before all of that revenue arrives.

Convertibles fit a company whose shares have risen sharply and remain volatile. They can carry a lower cash coupon than conventional high-yield debt and postpone dilution compared with an immediate stock sale. But they do not eliminate the cost. If Nebius’s stock remains high, the notes can convert and dilute shareholders; if it falls, the obligations remain debt that must be repaid or refinanced. The accreting principal makes that future claim larger.

The financing is underwritten by a concentrated set of big promises. Nebius has announced infrastructure agreements worth as much as $19.4 billion with Microsoft and $27 billion with Meta, while Nvidia has taken a $2 billion stake. Its capital-spending target, estimated at roughly $20 billion to $25 billion, nevertheless dwarfs current revenue and makes execution on construction schedules crucial.

Money is not the only constraint. Nebius has ignited disputes around U.S. data-center sites, including Independence, Missouri, and Vineland, New Jersey. As American Buildout reported, Independence opponents have sued over a planned 800-to-1,200-megawatt campus, its tax and power arrangements, and what they describe as an opaque approval process. 

In Vineland, residents have packed hearings, complained of industrial noise and challenged an expansion that includes on-site fuel cells and liquefied-natural-gas infrastructure; city officials issued stop-work orders on parts of that work over missing approvals.

The convertible offering can give Nebius the balance-sheet firepower to order GPUs and pour concrete. It cannot guarantee that projects open on time, that a handful of giant customers keep buying for the life of the notes, or that host communities accept the bargain. In the AI buildout, access to capital is an advantage. It is not the same thing as permission to build.