← Nebius · FinancingEdit
2.00% Convertible Senior Notes due 2029
Jun 2, 2025 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$100.0M
Net proceeds
Coupon
2%
Issue date
Jun 2, 2025
Maturity
2029
Seniority
Conversion ratio
19.4363 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$51.45
Underlying shares
1,943,635calculated: principal ÷ conversion price, unless directly stated
Dilution %
0.8%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
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
Maturity scenarios
Below $51.45Notes redeemed for cash at maturity (or company's election); no dilution.
Above $51.45In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
238,108,831
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Compute/hardware acquisition, data center expansion, general corporate purposes
Other financing outstanding (excl. this instrument)
Private placement of Class A ordinary shares at $21.00/share ($700.0M), 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
$20.81B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedNebius announces $1.0 billion private placement of convertible notes
Jun 2, 2025