The offering will be made to persons reasonably believed to be qualified institutional buyers, in accordance with Rule 144A under the Securities Act of 1933. IREN also anticipates granting the initial purchasers an option to acquire up to an additional $50 million principal amount of notes, for settlement within 13 days of the initial issuance. This could bring the total potential raise to $500 million.
The notes will represent senior, unsecured obligations of IREN. They are set to mature on December 15, 2029, unless they are repurchased, redeemed, or converted earlier. Interest on the notes will accrue and be payable semi-annually in arrears.
A key feature of these notes is their convertibility. Noteholders will possess the right to convert their notes under certain circumstances and during specified periods. IREN retains the flexibility to settle these conversions by delivering cash, its ordinary shares, or a combination of both, at its election.
Furthermore, the notes will be redeemable by IREN, in whole or in part, for cash at its option. This redemption right becomes exercisable on or after June 20, 2028, and up to 30 scheduled trading days before the maturity date, provided that the last reported sale price per share of IREN’s ordinary shares exceeds 130% of the conversion price for a specified period, and other conditions are met. The redemption price would be the principal amount of the notes, plus any accrued and unpaid interest.
Conversely, noteholders will have the right to require IREN to repurchase their notes for cash if certain corporate events constituting a “fundamental change” occur, with the repurchase price again being the principal amount plus accrued interest.
The specific interest rate, initial conversion rate, and other definitive terms of the notes will be determined at the pricing of the offering, which remains subject to market and other conditions. This significant fundraising initiative is poised to bolster IREN’s operations and expansion in the competitive Bitcoin mining and AI sectors.
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