Nebius Group N.V. said Thursday it secured access to a $3.5 billion Citi credit facility for infrastructure spending, while separate convertible-note terms leave open potential dilution if eligible conversions are settled in shares.
The facility runs for 364 days. Pricing starts at Term SOFR plus 2.75 percentage points and may rise to 3.50 percentage points, subject to adjustments. Nebius said it plans to use funds drawn for data-center capacity, GPU purchases and general corporate needs. The company said the arrangement also gives it flexibility over the timing and structure of expansion financing. EconoTimes previously covered Nebius’ access to the Citi facility.
In August, Nebius closed a $5.75 billion convertible-note sale: $3.45 billion in notes due in 2030 and $2.3 billion due in 2034. The notes have initial conversion prices of $313.46 and $324.65 per share, respectively, 40% and 45% above Nebius’ Aug. 19 closing share price. Eligible holders may convert under specified conditions, and Nebius can choose cash, shares or a mix to settle. Share issuance is therefore possible, but not automatic.
In a separate agreement, Nebius said it would exchange $400 million of notes due in 2029 and $400 million due in 2031 for about 15.8 million Class A ordinary shares, subject to settlement conditions. The agreement is distinct from conversions of the August notes. Nebius’ August announcement also said participating noteholders could sell exchange shares or use derivatives, which could put pressure on the company’s share price.
Filings show that as of June 30, Nebius had $10.04 billion in convertible-note principal and $8.04 billion in cash and cash equivalents. CoreWeave reported $35.6 billion in total indebtedness for the same date. The figures measure different debt categories and predate the later financing announcements.
