Nebius Takes $3.5bn Bridge Loan From Citi

Nebius has signed a $3.5bn senior secured facility with Citi to pay for data centres and graphics processors, the Amsterdam-based AI cloud company announced on Thursday. The loan runs for 364 days and starts at the Term SOFR benchmark rate plus 2.75%, rising to as much as 3.50%.

Nebius’s Form 6-K filing with the US Securities and Exchange Commission adds the detail the release leaves out. It names the deal a “Bridge Facility Agreement”, signed on 17 October and maturing on 16 October 2027, and says the margin steps up every 90 days. The company presents it as a short-term source of money that buys time to arrange longer-term financing.

The filing sets out how the price rises

According to the 6-K, the facility is a senior secured term loan made by Citibank, N.A., which is also the mandated lead arranger, with Citi affiliates acting as agent and security agent. The borrowers are Nebius Group N.V. and two subsidiaries, Nebius Inc. in Delaware and Nebius B.V. in the Netherlands.

The interest margin starts at 2.75% and increases “by 0.25% for each 90-day period after October 17, 2026 up to 3.50% per annum”, subject to other adjustments. On that schedule the margin would reach its cap after three steps, about nine months in. Nebius can repay early “without premium or penalty”, the filing says.

The lender is well protected. The loan is secured on “substantially all of each Borrower’s assets”, including all the shares in the two subsidiaries held by the parent company, and carries a minimum liquidity covenant alongside other covenants and the usual events of default.

The filing gives the purpose as financing “the buildout of the Borrowers’ GPU infrastructure capacity” and general corporate purposes. The release puts it as “data center development and GPU procurement”.

Nebius says the loan is one step in a sequence

Nebius frames the deal as part of a planned order of funding. The facility “complements a funding base that includes customer prepayments and operating cash flows with other financing mechanisms”, the release says, and gives the company “flexibility over timing and structure of further external capital-raising”.

“Sequencing our financing is how we optimize our long-term cost of capital,” chief operating officer Ophir Nave said. “This facility provides additional financing to support our near-term capacity build-out.” He added that Nebius still has other sources available, “including asset-backed financing based on investment-grade customer commitments of more than $40 billion of long-term contracts”. Nebius did not name those customers.

The company has been adding capacity commitments around the world. This month it signed as the first customer of VOLT’s planned AI gigafactory in Rotterdam, and HUMAIN and DataVolt have set out a preliminary framework for Nebius to take up to 50MW at NEOM’s Oxagon campus. Nebius’s own prepayments are helping to fund other builders: AIB has said a Nebius prepayment means it needs no equity raise for a 50MW data centre.

The rising margin rewards a quick refinancing

The structure tells investors more than the headline number. A one-year bridge whose cost climbs every 90 days and can be repaid at no penalty looks designed to be replaced, and Nebius’s own release says as much when it talks about flexibility over “longer-term financing to fuel growth in 2027 and beyond”. The longer Nebius holds the loan, the more it pays, so the incentive is to refinance before the margin reaches 3.50%.

That puts weight on the $40bn figure. Nave points to asset-backed financing tied to customer contracts as the next source of money, but Nebius has not said who those customers are or when it expects to arrange that financing. Until it does, the $3.5bn is a dated commitment with a clear end: 16 October 2027.

The security package is broad: substantially all of the borrowers’ assets, plus the parent’s shares in both subsidiaries, back the loan. Nebius’s release also lists “anticipated future financing transactions” among its forward-looking statements, but neither document says whether Nebius has drawn on the facility yet.