Key details
Offering of $2.3 billion convertible senior notes
$1.0 billion offering of 0.25% convertible senior notes due 2032
$1.0 billion offering of 1.00% convertible senior notes due 2033
$300 million greenshoe fully exercised
Capped call transactions expected to provide a hedge upon conversions up to an initial cap price of $82.24 per share
No put option for investors in the notes other than a customary put right in the case of certain fundamental changes
Repurchase of approximately $544.3 million aggregate principal amount of existing convertible notes
$316.6 million of 3.50% convertible senior notes due 2029 ($13.64 conversion price)
$227.7 million of 3.25% convertible senior notes due 2030 ($16.81 conversion price)
Funded via registered direct placement of approximately 39.7 million ordinary shares
Combined transactions raise net proceeds of approximately $2.27 billion, lower average annualized cash coupons and extend maturities on outstanding convertible notes
Convertible Notes Offering
IREN closed its offering of $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2032 (the "2032 notes") and $1.15 billion aggregate principal amount of 1.00% convertible senior notes due 2033 (the "2033 notes" and, together with the 2032 notes, the "notes") in a private offering (the "Convertible Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act").
Citigroup, Goldman Sachs & Co. LLC, J.P. Morgan, Jefferies, Cantor and Mizuho acted as bookrunners, and Canaccord Genuity, Macquarie Capital, Moelis & Company and Roth Capital Partners acted as co-managers in connection with the offering.
Repurchase of Existing Convertible Notes
Concurrently with the closing of the Convertible Notes Offering, IREN closed its separate, privately negotiated transactions with a limited number of holders of IREN's outstanding 3.25% convertible senior notes due 2030 with an initial conversion price of approximately $16.81 per ordinary share (the "Existing 2030 Convertible Notes") and 3.50% convertible senior notes due 2029 with an initial conversion price of approximately $13.64 per ordinary share (the "Existing 2029 Convertible Notes" and, together with the Existing 2030 Convertible Notes, the "Existing Convertible Notes") to repurchase approximately $227.7 million aggregate principal amount of the Existing 2030 Convertible Notes and approximately $316.6 million aggregate principal amount of the Existing 2029 Convertible Notes for an aggregate repurchase price of approximately $1,632.4 million, funded by the Concurrent Equity Offering (as defined below) and includes accrued and unpaid interest on the Existing Convertible Notes to be repurchased (the "Repurchase").
The principal amount of debt outstanding under the Existing Convertible Notes has been reduced by an amount equal to the principal amount of Existing Convertible Notes that were repurchased, and the Existing Convertible Notes that were repurchased by IREN have been ...
