Latham Advises on Nebius Group’s Upsized US$5.75 Billion Convertible Senior Notes Offering

Nebius Group N.V. (Nasdaq: NBIS), the AI cloud company, has announced the closing of its offering of US$5.75 billion aggregate original principal amount of convertible senior notes, in two series: US$3.45 billion aggregate original principal amount of 0.50% convertible notes due 2030 and US$2.3 billion aggregate original principal amount of 4.50% convertible notes due 2034, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. Concurrently with the pricing of the notes offering, the company also announced entering into privately negotiated exchange agreements with a limited number of holders of its previously issued 2% convertible senior notes due 2029 and 3% convertible senior notes due 2031, to exchange a total of US$800 million original principal amount of such existing notes for an aggregate of approximately 15.8 million of its Class A ordinary shares.

Latham & Watkins LLP represented the initial purchasers in the offering of the 2030 notes and 2034 notes and the placement agent in the above-described exchange transactions with a cross-border Capital Markets team led by partner Jenna Gascoyne and counsel Polina Tulupova, with associates Rebecca Reeve, Daniel Weiss, and Joe Fitzpatrick. Advice was also provided on tax matters by partner Bora Bozkurt, with associate Farrah Yan.