Nasdaq-Listed Bitcoin Mining & AI Firm Plans $450M Convertible Note Offering

IREN Limited (NASDAQ: IREN), a Nasdaq-listed company with a strategic focus on Bitcoin mining and artificial intelligence, today announced its intention to raise a substantial $450 million

Nasdaq-listed firm IREN Limited (NASDAQ:IREN), which focuses on Bitcoin mining and artificial intelligence, has announced its intention to raise $450 million through a private offering of convertible senior notes due 2029.

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.

Noteholders will possess the right to convert their notes into newly issued or issued and paid-up ordinary shares of IREN at a rate of 100 over the principal amount of the notes for each single note. This conversion right will be exerciseable at any time after the commencement of trading of IREN’s ordinary shares on a "recognized exchange" at a time when no noteholders' rights have been exercised.

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 minimum period of 15 trading days out of the 20 trading days immediately preceding such determination and the shares are trading on a "recognized exchange." 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. These events include a merger, consolidation, or liquidation of IREN, or if IREN sells all or substantially all of its assets.

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.