Nebius Lands $3.5B Citi Credit Facility to Fund AI Build-Out
NBIS has more than doubled off its 52-week low of $73.52.
Summary
Nebius signed a $3.5 billion senior secured term loan facility with Citibank, N.A. as mandated lead arranger and lender and certain of its affiliates as agent and security agent, giving it committed capital for GPU infrastructure buildout and other general corporate purposes. The facility was signed October 17, 2026 and matures October 16, 2027, and it is secured by substantially all of each borrower's assets, including all shares of the US and Dutch borrowers held by the company, subject to exceptions for excluded assets and permitted liens. Borrowers are Nebius Group N.V., Nebius Inc. (a Delaware limited liability company) and Nebius B.V. (a Dutch private limited liability company), and the agreement carries a minimum liquidity financial covenant plus other affirmative and negative covenants and customary events of default. The facility prices at Term SOFR plus 2.75%, with the applicable margin increasing by 0.25% for each 90-day period after October 17, 2026, up to 3.50% per annum, and borrowers may voluntarily prepay without premium or penalty. This is a cheaper, shorter-dated layer on top of the roughly $5.75 billion convertible notes it closed in August, and management frames it as part of a sequenced funding plan rather than a new dilution event. COO Ophir Nave said the company still has asset-backed financing options tied to more than $40 billion of long-term customer contracts. The read-through is that the AI capacity build-out stays funded without immediate equity issuance, though the 364-day maturity means refinancing risk arrives inside a year.
Updated with an SEC 6-K filing · What changed
Updates
· Dow Jones Newswires — Nebius shares fell 7.3% to $158.89 following the $3.5 billion facility, with proceeds earmarked for data center development and GPU procurement.
· SEC 6-K — The facility was signed October 17, 2026, matures October 16, 2027, and is secured by substantially all borrower assets, including Nebius's shares of the US and Dutch borrowers.
- Facility Terms — The Bridge Facility Agreement is a senior secured term loan facility in an aggregate principal amount of $3.5 billion, with Citibank, N.A. as mandated lead arranger and lender and certain affiliates as agent and security agent.
- Borrowers — The borrowers are Nebius Group N.V., Nebius Inc. (a Delaware limited liability company) and Nebius B.V. (a Dutch private limited liability company).
- Collateral — Security interest on substantially all of each Borrower's assets, including all shares of the US Borrower and Dutch Borrower held by the Company, subject to exceptions for excluded assets and permitted liens.
- Pricing Step-Up — The applicable margin increases by 0.25% for each 90-day period after October 17, 2026, up to 3.50% per annum.
- Covenants — The Facility Agreement contains a minimum liquidity financial covenant, other affirmative and negative covenants subject to exceptions, and customary events of default subject to grace periods and thresholds.
- Prepayment — Borrowers may voluntarily prepay loans without premium or penalty.
- Use of Proceeds — Proceeds are for financing the buildout of the Borrowers' GPU infrastructure capacity and for other general corporate purposes.
All 10 details
- Borrowers: Nebius Group N.V., Nebius Inc. (a Delaware limited liability company) and Nebius B.V. (a Dutch private limited liability company).
- The Facility Agreement contains a minimum liquidity financial covenant.
- Borrowers may voluntarily prepay loans without premium or penalty.
- Applicable margin increases by 0.25% for each 90-day period after October 17, 2026, up to 3.50% per annum.
- Proceeds are for financing the buildout of the Borrowers' GPU infrastructure capacity and for other general corporate purposes.
- Security interest on substantially all of each Borrower's assets, including all shares of the US Borrower and Dutch Borrower held by the Company, subject to exceptions for excluded assets and permitted liens.
- Senior secured term loan facility with Citibank, N.A. as mandated lead arranger and lender and certain of its affiliates as agent and security agent.
- Facility Agreement contains a minimum liquidity financial covenant, other affirmative and negative covenants subject to exceptions, and customary events of default subject to grace periods and thresholds.
- Bridge Facility Agreement is a senior secured term loan facility in an aggregate principal amount of $3.5 billion.
- Proceeds are for financing the buildout of the Borrowers' GPU infrastructure capacity and for other general corporate purposes.
At the time of this announcement, NBIS was trading at $169.27 on NASDAQ in the Technology sector, with a market capitalization of approximately $46.6B. The 52-week trading range was $73.52 to $299.86. This news item was assessed with positive market sentiment and an importance score of 8 out of 10. Source: BusinessWire.