IREN proposes $875 million convertible notes offering due 2031

IREN Limited (NASDAQ: IREN) announced its intention to offer $875 million in convertible senior notes due 2031 through a private placement to qualified institutional buyers, according to a company statement.

The data center operator also plans to grant initial purchasers an option to purchase up to an additional $125 million in notes within 13 days of issuance.

The notes will be senior, unsecured obligations that accrue interest payable semi-annually and mature July 1, 2031. Noteholders can convert their notes under certain circumstances, with IREN having the option to settle conversions through cash, ordinary shares, or a combination of both.

IREN can redeem the notes beginning January 8, 2029, but only if its share price exceeds 130% of the conversion price for a specified period and other conditions are met. The redemption price equals the principal amount plus accrued interest.

The company intends to use a portion of proceeds to fund capped call transactions designed to reduce potential dilution from note conversions. Remaining funds will support general corporate purposes and working capital.

IREN expects to enter capped call transactions with initial purchasers or their affiliates covering the number of shares initially underlying the notes. These transactions aim to offset potential dilution or cash payments above the principal amount of converted notes, subject to a cap price.

The offering has not been registered under the Securities Act of 1933 and will be conducted pursuant to Rule 144A exemptions. Final terms including interest rate and initial conversion rate will be determined at pricing.

IREN operates data centers for Bitcoin mining, AI cloud services, and AI data centers across the United States and Canada, with 2,910MW of grid-connected power secured across more than 2,000 acres.

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