Nebius plans $4.5 billion convertible raise for AI cloud buildout

Nebius is raising $4.5 billion through two series of convertible senior notes, five months after it launched a $4 billion offering of the same kind. The 2030 series is set at $2.75 billion. The 2034 series is set at $1.75 billion, according to Data Center Dynamics. Initial purchasers can add $375 million to the first series. They can add $300 million to the second. Full exercise would put the total at $5.175 billion.

The company says the money will fund the continuing growth of its AI cloud business: data centers, the cloud platform itself, and components such as GPUs. It is a capital plan from silicon to shell.

The new raise arrives after a quarter of $582.3 million in revenue. That is up 454 percent from a year earlier. The growth follows a $2 billion investment from Nvidia in March, the same month as the earlier convertible. A year earlier, adjusted EBITDA was a $21 million loss. The latest quarter produced $236.2 million.

Nebius has also made European moves that fill in its expansion map: deployments with Vantage in Wales and Greenergy in Estonia, plus plans for a second self-built facility at its campus in Mäntsälä, Finland. These are construction-stage commitments. They call for committed capital rather than an available line.

The raise is large for a company of Nebius's size. Annualized second-quarter revenue comes to about $2.3 billion. Nebius is borrowing close to twice that in one deal. The convertible structure gives investors a hedge: bondholders get seniority while the asset base is being built, plus equity upside if the AI cloud platform delivers.

Financing is arriving in layers. Less than a month ago Nebius secured $775 million in debt. That came on top of the March convertible and Nvidia's equity investment. Each layer raises the cost of a miss. The business has the growth, but it is now priced for continued execution.

The option to buy additional notes is the clearest measure of demand. If initial purchasers take the full extra notes, the total reaches $5.175 billion. That would show investors wanted more exposure than the base offering. If they pass, Nebius still gets $4.5 billion, at a quieter pace.