IREN closes $440 million convertible notes offering

SYDNEY, Dec. 06, 2024 (GLOBE NEWSWIRE) -- IREN Limited (NASDAQ: IREN) (ACN 629 842 799) (“IREN”) today announced the closing of its offering of $440 million aggregate principal amount of 3.25% convertible senior notes due 2030 (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 $300 million to $400 million, plus $40 million greenshoe
• Net proceeds of approximately $425.4 million
• 3.25% coupon, 30% conversion premium
• Capped call transactions entered into in connection with the notes are generally expected to provide a hedge upon conversions up to an initial cap price of $25.86 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 joint bookrunners
  

Oversubscribed and upsized

In response to strong investor demand, IREN upsized the initial offering size of $300.0 million aggregate principal amount of notes to $400.0 million, and the initial purchasers fully exercised their option to purchase an additional $40.0 million aggregate principal amount of the notes. The notes were issued pursuant to, and are governed by, an indenture, dated as of December 6, 2024, between IREN and U.S. Bank Trust Company, National Association, as trustee.

Use of proceeds

The net proceeds from the offering are approximately $425.4 million, after deducting the initial purchasers’ discounts and commissions and IREN’s estimated offering expenses.

IREN intends to use the net proceeds as follows:

• $44.4 million to fund the cost of the capped call transactions (described below)
• $73.7 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 $25.86 per share, which represents a premium of 100% over the last reported sale price of IREN’s ordinary shares of $12.93 per share on December 3, 2024, and is subject to certain adjustments under the terms of the capped call transactions.