Senior secured bridge term loan facility due October 2027

Oct 17, 2026 · Closed

Edit

Terms of issuance

Instrument

Term loan / DDTL

Principal

$3.50B

Net proceeds

missing — add on communication

Drawn (of commitment)

not recorded

Coupon

SOFR + 275 bps

Issue date

Oct 17, 2026

Maturity

Oct 16, 2027 (1.0 years)

Seniority

senior secured

Conversion ratio

n/a

Settlement

n/a

Economic analysis

Effective annual cost

n/acalculated: coupon + capped-call cost amortized over the note's life — needs coupon, maturity, and (if hedged) capped-call cost

Interest savings vs. plain debt

n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate

Implied option value / volatility

n/anot shown — would require an assumed volatility input, which we do not fabricate

Breakeven

n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate

Context

Shares outstanding (as of issue date)

271,855,218

Stock price / market cap (as of issue date)

$165.4 · $44.96 mkt cap

Use of proceeds

GPU infrastructure capacity buildout, data center development, GPU procurement, and general corporate purposes

Other financing outstanding (excl. this instrument)

Private placement of Class A ordinary shares at $21.00/share ($700.0M), 2.00% Convertible Senior Notes due 2029 ($100.0M), 3.00% Convertible Senior Notes due 2031 ($100.0M), 1.00% Convertible Senior Notes due 2030 ($1.38B), 2.75% Convertible Senior Notes due 2032 ($1.38B), Public offering of Class A ordinary shares at $92.50/share ($1.00B), At-the-market equity program (up to 25 million Class A shares), Nvidia pre-funded warrant for Class A ordinary shares ($2.00B), 1.250% convertible senior notes due 2031 ($2.59B), 2.625% convertible senior notes due 2033 ($1.75B), Senior secured debt facility (backed by GPU infrastructure and contracted cash flows) ($775.0M), 0.50% Convertible Senior Notes due 2030 ($3.45B), 4.50% Convertible Senior Notes due 2034 ($2.30B), Exchange of $400m 2029 notes and $400m 2031 notes for ~15.8m Class A shares

— of which existing debt

$17.51B

Existing cash

n/anot tracked in the system yet

Anti-dilution adjustment terms

n/a

Related acquisition

none

Related deal

none

Related site

none

Sources

ClosedNebius secures $3.5 billion financing facility with Citi

Oct 17, 2026