Nebius Group N.V. (NASDAQ: NBIS) announced plans to offer $3.75 billion in convertible senior notes through a private placement to qualified institutional buyers. The AI infrastructure company will issue the notes in two series: $2.0 billion in notes due 2031 and $1.75 billion in notes due 2033.

The company also expects to grant initial purchasers an over-allotment option to purchase up to an additional $300 million of 2031 notes and $262.5 million of 2033 notes within 13 days of initial issuance.

Nebius Group stated it will 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 notes before March 20, 2029 for the 2031 series and March 20, 2030 for the 2033 series, except for certain tax law changes.

Early redemption will be permitted after those dates if the company's Class A share price equals or exceeds 130% of the conversion price for a specified period. Noteholders may require repurchase during certain corporate events constituting a "fundamental change."

The notes will be issued under indentures with U.S. Bank Trust Company, National Association serving as trustee. Interest rates, initial conversion rates and other terms will be determined at pricing.

The offering has not been registered under the Securities Act of 1933 and will be conducted under applicable exemptions.