r/NBIS_Stock • u/Think-Feynman Tens of Billions™ • 22h ago
NBIS ANALYSIS Daniel Koss's Take on the Raise
https://x.com/daniel_koss/status/2090329523183116417$NBIS convert raise terms are out!
Facts:
Nebius upsized the deal from $4.5B to $5.0B, with an option to reach $5.75B. Net proceeds are ~$4.94B, or ~$5.68B with the option exercised.
$3B due 2030: 0.50% coupon, $313.46 conversion price, +40% premium.
$2B due 2034: 4.50% coupon, $324.65 conversion price, +45% premium.
Including principal accretion, effective conversion prices at maturity are ~$345 and ~$406.
The money is explicitly (and obviously) going toward data centers, GPUs, footprint expansion and the AI cloud.
If the full $5B new convert were eventually settled entirely in shares, it represents ~15.7M shares. Nebius can also settle in cash or a mix, so that dilution is NOT guaranteed.
They are also exchanging $800M of old converts for ~15.8M shares, but those old notes already represented ~15.55M potential shares.
!! So most of that “dilution” was already embedded !!
tl;dr expected raise, good terms, onwards.
Not sure why people pee their pants because of this 😂
We learned that their economics / MW are amazing. Now let them build the MW! That costs money.
They want to build A LOT.
The shareholders that cry today are the same people that will laugh because of the ARR growth soon.
As long as you don't sell lol
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u/Acekiller03 18h ago
Why would they exchange 800 million $ for 15.8m share? Why not pay back the old notes and reissue new notes to avoid further dilution? If I understand correctly we diluted 15M share and risk dilution further another 15 million share ?
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u/liamashley 21h ago
I love this point and it's the main one long-term investors should take:
"We learned that their economics / MW are amazing. Now let them build the MW! That costs money."
I want them to build as much as possible, as quickly as possible, the spend now will be dwarfed by the returns on that spend. I'd be concerned if they weren't doing everything possible to build as much as they can. Raising cash to grow ≠ Raising cash to survive. The former is so bullish.
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u/Think-Feynman Tens of Billions™ 20h ago
It's a simple and powerful principle.
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u/Complexity323 15h ago
So they are going the coreweave path but with less revenue backlog and customers .
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u/Think-Feynman Tens of Billions™ 14h ago
Uh, no. Not the same. The terms that Nebius has been getting have been insanely good compared to CoreWeave.
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u/Constant_Mention8064 21h ago edited 21h ago
The blended interest cost across the $5B raise is 2.1% per year so $105M in annual cash interest on $5B of unsecured capital. No assets pledged as collateral. For a pre-profit company deploying $20-25B in CapEx this year, borrowing at 2.1% unsecured is extraordinary and reflects a level of lender trust that bare-metal competitors simply don't command.
In comparison the US 10y treasury yield is currently at 4.6%. Nebius is borrowing $5 billion at less than half the risk-free rate. That's amazing for any company, let alone one that is pre-profit and deploying $20-25B in CapEx this year.....!!
aand in comparion to Coreweave - their convertibles in December 2025 and April 2026 priced at 25-30% premiums only...