Morgan Lewis Advises Nebius on $4.3 Billion Convertible Bond Offering

LONDON, March 20, 2026: Morgan Lewis has advised long-standing client Nebius Group N.V. (Nebius), an artificial intelligence (AI) infrastructure company headquartered in Amsterdam, on an offering of $4.3375 billion aggregate original principal amount of convertible senior notes.

The offering was upsized from the previously announced offering size of $4.0 billion aggregate original principal amount of the notes and is in two series: $2.5875 billion aggregate original principal amount of 1.250% convertible notes due 2031, and $1.75 billion aggregate original principal amount of 2.625% convertible notes due 2033, in a private offering to qualified institutional buyers.

Nebius intends to use the net proceeds from the offering of the notes to finance 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, and for general corporate purposes.

Nebius, the AI cloud company, 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 Benjamin Davies and Hazem Nakib.

More information can be found in the Nebius press release.