IREN Prices $2 Billion Convertible Notes Offering

Core Viewpoint IREN Limited has announced the pricing of $1 billion aggregate principal amount of convertible senior notes, which includes two series of notes due in 2032 and 2033, aimed at qualified institutional buyers, with the proceeds intended for various corporate purposes including repurchasing existing convertible notes and entering into capped call transactions. Group 1: Transaction Details - IREN is offering $1 billion of 0.25% convertible senior notes due 2032 and $1 billion of 1.00% convertible senior notes due 2033 [1][3] - The notes will accrue interest payable semi-annually starting June 1, 2026, with maturity dates on June 1, 2032, and June 1, 2033 [3] - The initial conversion rate for both series is 19.4553 ordinary shares per $1,000 principal amount, equating to an initial conversion price of approximately $51.40 per share, representing a 25% premium over the last reported sale price of $41.12 [3][6] Group 2: Redemption and Repurchase - Each series of notes is redeemable at IREN's option starting December 6, 2028, for the 2032 notes and December 6, 2029, for the 2033 notes, under certain conditions [4] - In the event of a "fundamental change," noteholders may require IREN to repurchase their notes for cash at the principal amount plus accrued interest [5] - IREN plans to repurchase approximately $227.7 million of existing 3.25% convertible senior notes due 2030 and approximately $316.6 million of 3.50% convertible senior notes due 2029, totaling approximately $1,632.4 million [8] Group 3: Use of Proceeds - The net proceeds from the offering are estimated to be approximately $1,973.8 million, which may increase to $2,270.0 million if additional notes are purchased [11] - Proceeds will be used to fund capped call transactions, repurchase existing convertible notes, and for general corporate purposes [12] Group 4: Capped Call Transactions - IREN has entered into capped call transactions for both series of notes, with an initial cap price of $82.24 per share, representing a 100% premium over the last reported sale price [6][15] - These transactions are designed to reduce potential dilution upon conversion of the notes and offset cash payments required in excess of the principal amount of converted notes [16] Group 5: Company Overview - IREN is a leading AI Cloud Service Provider, specializing in large-scale GPU clusters for AI training and inference, supported by a portfolio of grid-connected land and data centers in renewable-rich regions across the U.S. and Canada [22]