Latham Advises on Nebius Group’s Upsized 144A Offering of US$2.75 Billion of Convertible Senior Notes and Concurrent US$1 Billion Registered Follow-on Public Offering

Nebius Group N.V., a leading AI infrastructure company, has announced the pricing of its offering of US$2.75 billion aggregate original principal amount of convertible senior notes, in two series: US$1,375,000,000 aggregate original principal amount of 1.00% convertible notes due 2030 and US$1,375,000,000 aggregate original principal amount of 2.75% convertible notes due 2032, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The offering was upsized from the previously announced offering size of US$2.0 billion aggregate original principal amount of the Notes, split equally between the two series. The Notes offering is expected to settle on September 15, 2025, subject to customary closing conditions.

Concurrently, Nebius Group also announced pricing of the underwritten public offering of US$1.0 billion of the Company’s Class A ordinary shares, par value €0.01 (“Class A shares”). The Company has granted the underwriters of such offering a 30-day option to purchase up to an additional US$150 million of Class A shares at the public offering price, less underwriting discounts and commissions. The offering of the Notes is not contingent upon the consummation of the concurrent offering of Class A shares, and the concurrent offering of Class A shares is not contingent upon the consummation of the offering of the Notes.

Latham & Watkins advised the banks in the offerings, with a Capital Markets team led by London partner Jenna Gascoyne and New York counsel Polina Tulupova, with associates Sarah Youssefi, Lexi Zintel, Rebecca Reeve, and Daniel Weiss. Advice was provided on tax matters by New York partner Elena Romanova, with associate Farrah Yan.