← Nebius · FinancingEdit
1.00% Convertible Senior Notes due 2030
Sep 15, 2025 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$1.38B
Net proceeds
Coupon
1%
Issue date
Sep 15, 2025
Maturity
2030
Seniority
Conversion ratio
7.2072 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$138.75
Underlying shares
9,909,910calculated: principal ÷ conversion price, unless directly stated
Dilution %
4.2%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 $138.75Notes redeemed for cash at maturity (or company's election); no dilution.
Above $138.75In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
238,705,092
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Compute/hardware, land, data center expansion tied to the Microsoft agreement
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), 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
$17.26B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
Related site
none
Sources
ClosedNebius closes ~$4.2 billion combined equity and convertible notes offering
Sep 15, 2025