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Nebius Closes $4.34 Billion Convertible Notes as BofA Starts Coverage at Buy

The financing backs a $16–20 billion 2026 buildout funded largely by customer prepayments.

Overview

  • Nebius, which closed a $4.34 billion convertible notes sale Monday, issued two tranches due 2031 and 2033 with conversion set about 90% above the recent share price to limit near‑term dilution.
  • Convertible notes are debt that can turn into shares at a preset price, and Nebius said strong demand let investors take an extra $337.5 million with an option open for $262.5 million more.
  • The company plans to cover about 60% of expansion through upfront payments from Meta and Microsoft while using equity and debt for the rest, targeting $16–20 billion of capital spending in 2026.
  • Following March agreements that included $2 billion in Nvidia warrants and a Meta capacity deal worth up to $27 billion after a $17.3 billion Microsoft contract last September, Nebius said it is well funded.
  • Bank of America on Tuesday initiated Nebius at Buy with a $150 target, calling it an emerging AI compute leader as analysts see a fast‑growing market but flag risks tied to GPUs, power, construction, and future dilution.