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← Nebius · Financing

Private placement of Class A ordinary shares at $21.00/share

Dec 9, 2024 · Closed
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Terms of issuance

Instrument
Equity offering
Principal
$700.0M
Issue date
Dec 9, 2024
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)
n/ano datapoint on or before the issue date
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
US/international AI infrastructure capacity buildout
Other financing outstanding (excl. this instrument)
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, Senior secured bridge term loan facility due October 2027 ($3.50B)
— of which existing debt
$20.31B
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 closes $700 million private placement
Dec 9, 2024