Morgan Lewis Advises Nebius on $5.75 Billion Convertible Bond Offering and $800 Million Convertible Bond Exchange

LONDON, August 25, 2026: Morgan Lewis has advised long-standing client Nebius Group N.V., an AI cloud company headquartered in Amsterdam, on a $5.75 billion convertible bond offering.

The $5.75 billion offering was upsized from the previously announced offering size of $4.5 billion and reflects the exercise by the initial purchasers of their options to purchase additional bonds. The convertible bonds are in two series: $3.45 billion aggregate original principal amount of 0.50% convertible notes due 2030, and $2.3 billion aggregate original principal amount of 4.50% convertible notes due 2034. The bonds were sold in a private offering to qualified institutional buyers pursuant to Rule 144A.

Concurrently with the convertible bond offering, Nebius exchanged $800 million aggregate original principal amount of its existing 2.00% convertible notes due 2029 and 3.00% convertible notes due 2031 for an aggregate of approximately 15.8 million of its Class A ordinary shares.

Reuters has reported that this was one of the largest convertible bond offerings on record.

Nebius intends to use the net proceeds from the offering of the bonds to finance the continuing growth of its business, including expenditures related to the construction and build-out of its data centers, investments to develop its full-stack AI cloud, the expansion of its data center footprint and the procurement of key components (including GPUs), and for general corporate purposes.

Nebius is building a full-stack platform for developers and companies to take charge of their AI future—from data and model training to production deployment. Founded on deep in-house technological expertise and operating at scale with a rapidly expanding global footprint, Nebius serves startups and enterprises building AI products, agents, and services worldwide.

The Morgan Lewis team advising on the transaction included partners Tim Corbett and Carter Brod with associates Hazem Nakib and Dalya Ben Romdhane.

More information can be found in the Nebius press release.