IREN closes upsized $550 million convertible notes offering
SYDNEY, June 13, 2025 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ:IREN) (ACN 629 842 799) ("IREN") today announced the closing of its offering of $550 million aggregate principal amount of 3.50% convertible senior notes due 2029 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
Key details of the transaction
Oversubscribed and upsized from $450 million to $500 million, plus $50 million greenshoe
Net proceeds of approximately $534.9 million
3.50% coupon, 30% conversion premium
No put option for investors in the notes (other than a customary put right in the case of certain fundamental changes)
Capped call transactions entered into in connection with the notes, which are generally expected to provide a hedge upon conversions up to an initial cap price of $20.98 per share, which represents a 100% premium (as compared to the 30% conversion premium under the notes)
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC acted as active bookrunners
Oversubscribed and upsized
In response to strong investor demand, IREN upsized the initial offering size of $450 million aggregate principal amount of notes to $500 million, and the initial purchasers fully exercised their option to purchase an additional $50 million aggregate principal amount of the notes. The notes were issued pursuant to, and are governed by, an indenture, dated as of June 13, 2025, between IREN and U.S. Bank Trust Company, National Association, as trustee.
Use of proceeds
The net proceeds from the offering are approximately $534.9 million, after deducting the initial purchasers' discounts and commissions and IREN's estimated offering expenses.
IREN intends to use the net proceeds as follows:
Approximately $53.8 million to fund the cost of the capped call transactions (described below)
Approximately $92.5 million to fund the cost of the prepaid forward transaction (described below)
General corporate purposes and working capital
Capped call transactions
In connection with the pricing of the notes and the exercise by the initial purchasers of their option to purchase additional notes, IREN entered into privately negotiated capped call transactions with certain of the initial purchasers or their affiliates and certain other financial institutions (the "option counterparties"). The capped call transactions cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the notes. The cap price of the capped call transactions is initially $20.98 per share, which represents a premium of 100% over the last reported sale price of IREN's ordinary shares of $10.49 per share on June 10, 2025, and is subject to certain adjustments under the terms of the capped call transactions.
The capped ...
