- Offering: IREN plans a private offering of $875 million in convertible senior notes due 2031, with an option for an additional $125 million, totaling up to $1.0 billion. The offering is limited to qualified institutional buyers under Rule 144A of the Securities Act.
- Terms: Senior unsecured notes, maturing July 1, 2031, with semiannual interest. Convertible into cash, shares, or both. Callable from January 8, 2029 if the share price exceeds 130% of the conversion price. Holders can require repurchase upon a fundamental change. Rates and conversion terms to be set at pricing.
- Use of Proceeds: To fund capped call transactions and for general corporate purposes and working capital. Additional proceeds, if the option is exercised, will fund more capped calls.
- Capped Calls: Designed to limit dilution and/or offset cash payments above principal, up to a cap price. Initially cash-settled until shareholder approval allows share repurchases. Counterparty hedging may impact IREN’s share and note prices around key dates.
- Legal: The notes and any conversion shares are unregistered and may be sold only under exemptions. This release is not an offer or solicitation where such actions are unlawful.
