IREN plans $2 billion convertible notes offering

IREN Limited (NASDAQ: IREN) announced plans to offer $2 billion in convertible senior notes through a private placement to qualified institutional buyers. The offering consists of $1 billion in notes due 2032 and $1 billion in notes due 2033, according to a company statement.

The notes will be senior, unsecured obligations that accrue interest payable semi-annually. The 2032 notes mature June 1, 2032, while the 2033 notes mature June 1, 2033. Initial purchasers will receive options to buy an additional $150 million of each series within 13 days of issuance.

IREN retains the right to redeem the notes for cash starting December 6, 2028 for the 2032 series and December 6, 2029 for the 2033 series, provided the company's share price exceeds 130% of the conversion price for a specified period. Noteholders can convert their notes under certain circumstances, with IREN settling conversions through cash, ordinary shares, or a combination at its discretion.

The company plans a concurrent registered direct offering of ordinary shares to fund the repurchase of existing convertible notes. IREN intends to repurchase portions of its outstanding 3.25% convertible notes due 2030 and 3.50% convertible notes due 2029 through privately negotiated transactions.

IREN expects to use proceeds to fund capped call transactions, repurchase existing convertible notes, and for general corporate purposes. The company will enter into capped call transactions with initial purchasers or affiliates to reduce potential dilution from note conversions.

The offering completion does not depend on the equity offering or note repurchase completion. Interest rates, conversion rates, and other terms will be determined at pricing.

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