Latham & Watkins Advises on Nebius Group’s Upsized US$4.0 Billion Convertible Senior Notes Offering

Nebius Group N.V. (Nebius Group or the company; Nasdaq: NBIS), a leading AI infrastructure company, has announced the pricing of its offering of US$4.0 billion aggregate original principal amount of convertible senior notes, in two series: US$2.25 billion aggregate original principal amount of 1.250% convertible notes due 2031 (the 2031 notes) and US$1.75 billion aggregate original principal amount of 2.625% convertible notes due 2033 (the 2033 notes, and together with the 2031 notes, the notes), in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering was upsized from the previously announced offering size of US$3.75 billion aggregate original principal amount of the notes. The issuance and sale of the notes are expected to settle on March 20, 2026, subject to customary closing conditions. Nebius Group has also granted the initial purchaser an overallotment option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional US$337.5 million aggregate original principal amount of 2031 notes and up to an additional US$262.5 million aggregate original principal amount of 2033 notes. The company estimates that the net proceeds from the offering of the notes will be approximately US$3.96 billion (or approximately US$4.55 billion if the initial purchaser fully exercises its option to purchase additional notes), after deducting the initial purchaser’s discounts and commissions and estimated offering expenses.

Latham & Watkins LLP represented the initial purchaser in the offering with a cross-border Capital Markets team led by partner Jenna Gascoyne and counsel Polina Tulupova, with associates Lexi Zintel, Rebecca Reeve, Daniel Weiss, and Joe Fitzpatrick. Advice was also provided on tax matters by partner Elena Romanova, with associate Farrah Yan.