Nebius Group N.V. (NASDAQ: NBIS) announced its intention to offer $3.75 billion in convertible senior notes through a private placement to qualified institutional buyers, according to a company statement.

The AI infrastructure company plans to issue two series of notes: $2.0 billion in convertible notes due 2031 and $1.75 billion in convertible notes due 2033. The company expects to grant initial purchasers an over-allotment option for up to an additional $300 million in 2031 notes and $262.5 million in 2033 notes.

Nebius Group stated it intends to use net proceeds to finance business growth, including data center construction and build-out, investments in its AI cloud platform, data center footprint expansion, procurement of components including GPUs, and general corporate purposes.

The notes will be senior, unsecured obligations bearing interest payable semi-annually. Noteholders will have conversion rights under certain circumstances, with the company able to settle conversions through cash, Class A ordinary shares, or a combination of both.

The 2031 notes mature March 15, 2031, while the 2033 notes mature March 15, 2033. Both series will accrue to 120% of their original principal amount by maturity. The company cannot redeem the 2031 notes before March 20, 2029, and the 2033 notes before March 20, 2030, except for certain tax law changes.

Early redemption requires the company's Class A share price to equal or exceed 130% of the conversion price for a specified period. U.S. Bank Trust Company, National Association will serve as trustee for the offering.

The notes and any shares deliverable upon conversion will not be registered under the Securities Act of 1933 and must be sold pursuant to an exemption from registration requirements.