Nebius Priced $5.0bn of Convertibles After the Bell. The $4.5bn Everyone Reported Was the Morning Draft.

Nebius Group priced an upsized private offering of $5.0bn of convertible senior notes on the evening of 19 August, in two series. The company had announced a $4.50bn proposal that same morning. Most of the coverage published since is describing the morning document.

The terms, as priced

$3.0bn of 0.50% notes due 15 February 2030, convertible at about $313.46 a share, a 40.0% premium. $2.0bn of 4.50% notes due 15 February 2034, convertible at about $324.65, a 45.0% premium. Both premiums are struck against the last reported sale price of $223.90 on Nasdaq — the 19 August close, which is what places the release after the bell. Initial purchasers hold an option on a further $450m of the 2030 notes and $300m of the 2034 notes, exercisable within 13 days, taking the maximum to $5.75bn. Net proceeds are put at roughly $4.94bn. Settlement is expected 24 August.

What the common telling gets wrong

Three things. The headline number in circulation is stale by $500m, because it comes from the proposal rather than the pricing. Calling the instrument a "bond offering" files it as debt, when these are convertible senior unsecured notes, settleable in cash or Class A shares at Nebius' election — a 40% share-price rise turns this into dilution rather than repayment. And nobody has remarked on the coupon spread: 0.50% for four years against 4.50% for eight, on the same credit, priced the same evening. That nine-fold gap is the market pricing duration risk on a neocloud build-out, and it is the most informative figure in the document.

Where the money goes

The stated use of proceeds is unusually specific for a convertible: financing "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)." This is capacity being funded, not a balance sheet being tidied.

The structural point

This is Nebius' third multi-billion-dollar convertible inside a year. Neocloud capacity is increasingly financed on equity-linked paper struck 40-45% above the market — terms that work comfortably only if the share price keeps climbing. The megawatt announcements get the attention; the financing structure is where the sector's sensitivity actually sits.