Iren Limited (NASDAQ: IREN) has announced its intention to offer $875 million aggregate principal amount of convertible senior notes due 2031 in a private offering. The notes will be senior, unsecured obligations of Iren, with an interest payable semi-annually in arrears and will mature on July 1, 2031.
If certain corporate events that constitute a “fundamental change” occur, then noteholders may require Iren to repurchase their notes for cash. The interest rate, initial conversion rate, and other terms of the notes will be determined at the pricing of the offering.
In connection with the offering of the notes, Iren expects to enter into capped call transactions, which are expected generally to reduce the potential dilution to Iren’s ordinary shares upon any conversion of the notes and/or offset any potential cash payments Iren is required to make in excess of the principal amount of converted notes.
The offer and sale of the notes and any of Iren’s ordinary shares issuable upon conversion of the notes have not been, and will not be, registered under the securities act or any other securities laws.
Iren intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions and the remainder for general corporate purposes and working capital.
If the initial purchasers exercise their option to purchase additional notes, Iren intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any of Iren’s ordinary shares issuable upon conversion of the notes. As a result of these announcements, the company's shares have moved 6.8% on the market, and are now trading at a price of $61.68. For more information, read the company's full 8-K submission here.
