JWCA advises IREN on its debut upsized $440 million convertible, capped call and prepaid forward transaction

December 2024 | read press release

Transaction Background

IREN Limited (“IREN” or the “Company”) successfully raised $440mm (inclusive of greenshoe) in the convertible market at attractive terms (3.25% coupon and 30.0% conversion premium)

IREN’s objectives included:

• Eliminate stock price risk

• Secure capital to fund general corporate purposes, including growth from 30 EH/s to 50 EH/s

• Protect against future equity dilution through a derivative overlay and prepaid forward

• Maximize net proceeds with an emphasis on long-only convertible investors

The Company engaged J. Wood Capital Advisors to assist in structuring, negotiation, documentation and on market execution of the transaction

JWCA provided extensive analysis on deal structuring and related items, including:

• Convertible and derivative overlay structuring

• Accounting and tax analysis / implications

• Syndicate structure and precedent data

• Convertible, capped call, and prepaid forward documentation to ensure maximum value and future efficiency/flexibility for the company

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

The transaction was conducted privately using a wall cross process, before flipping into an overnight marketed transaction

Results

IREN’s debut convertible offering was well received by investors:

• The confidential marketing allowed the Company to build a strong order book of long-only investors and send a strong signal going into the overnight marketing process

• JWCA supported the management team on the entirety of the offering providing execution advice and ensuring a high-quality execution

Capped call documentation and auction process produced meaningful savings for IREN, while maximizing flexibility for the Company