CoreWeave, Inc. (Nasdaq: CRWV) announced a proposed private offering of $3.0 billion in convertible senior notes due April 1, 2033, according to a press release from the Livingston, N.J.-based company.

The company also intends to grant initial purchasers an option to buy up to an additional $500 million in notes, exercisable within a 13-day period beginning on the date the notes are first issued, bringing the potential total to $3.5 billion.

The notes will be unsecured senior obligations, guaranteed jointly and severally by CoreWeave subsidiaries that already guarantee its existing senior notes. Interest will be paid in cash semi-annually. The interest rate, initial conversion rate, and other terms will be set at pricing.

Noteholders will have the right to convert their notes under certain conditions. CoreWeave may settle conversions in cash, Class A common stock, or a combination of both, at its election.

CoreWeave said it intends to use a portion of the net proceeds to fund capped call transactions, which are designed to reduce potential dilution to Class A common stockholders upon conversion. The remainder of the proceeds will be used for general corporate purposes.

The notes are being offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933 and will not be registered under that act or any other jurisdiction's securities laws.