IREN Announces Proposed Convertible Notes Offering

Core Viewpoint - IREN Limited plans to offer $875 million in convertible senior notes due 2031, with an option for an additional $125 million, aimed at qualified institutional buyers under Rule 144A of the Securities Act [1] Summary by Sections Description of Notes - The notes will be senior, unsecured obligations of IREN, accruing interest payable semi-annually and maturing on July 1, 2031, with conversion rights for noteholders under specific conditions [2] - IREN will have the option to redeem the notes starting January 8, 2029, if certain conditions regarding the share price are met [3] Corporate Events and Repurchase Rights - In the event of a "fundamental change," noteholders may require IREN to repurchase their notes for cash at the principal amount plus accrued interest [4] Use of Proceeds - A portion of the net proceeds will fund capped call transactions, with the remainder allocated for general corporate purposes and working capital [5] Capped Call Transactions - IREN plans to enter capped call transactions to mitigate potential dilution from note conversions, with adjustments based on market conditions [6][7] - The capped call transactions will be cash settled until IREN receives shareholder approval for share repurchases [7] Market Activity and Impact - Initial hedging activities related to the capped call transactions may influence the market price of IREN's ordinary shares [9] - Option counterparties may adjust their hedge positions, potentially affecting the market price of IREN's shares and the conversion process for noteholders [10] Company Overview - IREN is a leading developer and operator of next-generation data centers, focusing on Bitcoin mining, AI cloud services, and utilizing 100% renewable energy [15]