IREN prices upsized $400 million convertible notes offering
Summary
IREN also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $40 million principal amount of notes.IREN estimates that the net proceeds from the offering will be approximately $386.5 million (or approximately $425.4 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers discounts and commissions and IRENs estimated offering expenses.IREN intends to use approximately $40.3 million of the net proceeds to fund the cost of entering into the capped call transactions described below, approximately $75.9 million to fund the cost of entering into the prepaid forward transaction described below and the remainder of the net proceeds from the offering for general corporate purposes and working capital.The notes will be senior, unsecured obligations of IREN and will accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2025. From and after March 15, 2030, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The capped call transactions cover, subject to anti-dilution adjustments, the number of ordinary shares of IREN that initially underlie the notes. As a result, the prepaid forward transaction is expected to allow the investors to establish short positions that generally correspond to (but may be greater than) commercially reasonable initial hedges of their investment in the notes. Any such trades by the forward counterparty or its affiliates would be on a principal basis and without any agreement, arrangement or understanding between, or with, IREN on how those parties would hedge their own positions.