IREN’s Convertible Notes Offering Raises $2.3 Billion and Optimizes Debt Profile
Combined Transactions Lower Interest Costs and Extend Maturities
IREN Limited’s latest financing moves send a clear message: the company is intent on shoring up its balance sheet for long-term growth. The close of its $2.3 billion convertible senior notes offering, coupled with the repurchase of $544.3 million in higher-coupon existing notes, will immediately lower average annualized interest expenses and push out key maturities to 2032 and 2033.
Key to the transaction is the mix of debt issued—$1 billion in 0.25% notes due 2032, $1 billion in 1.00% notes due 2033, plus a $300 million greenshoe option, all of which were fully exercised. These new notes replace higher-cost debt: $316.6 million in 3.50% notes due 2029 (with a $13.64 conversion price) and $227.7 million in 3.25% notes due 2030 (with a $16.81 conversion price).
| New Notes Issued | Principal Amount ($M) | Coupon Rate | Maturity | Conversion Price |
|---|---|---|---|---|
| 2029 Existing (Repurchased) | 316.60 | 3.50% | 2029 | $13.64 |
| 2030 Existing (Repurchased) | 227.70 | 3.25% | 2030 | $16.81 |
| 2032 New | 1,000.00 | 0.25% | 2032 | -- |
| 2033 New | 1,000.00 | 1.00% | 2033 | -- |
| Greenshoe | 300.00 | -- | -- | -- |
Convertible Structure with Capped Call Helps Limit Dilution
The new notes come with capped call transactions, a sophisticated structure designed to limit shareholder dilution on conversion. The initial capped price of $82.24 per share is a striking 100% premium to IREN’s closing price of $41.12 (as of December 2, 2025). Unless shares more than double, conversions won’t significantly dilute existing holders.
This mechanism not only protects current investors but also adds predictability for those considering future participation. Should the share price soar beyond $82.24, some dilution may occur, but that would be a result of considerable upside in the business itself.
Significant Equity Placement Bolsters Liquidity
In parallel with the notes, IREN completed a registered direct placement, issuing 39.7 million shares at $41.12 apiece, raising approximately $1.63 billion. The proceeds funded the note repurchase and ensured ample liquidity for ongoing corporate needs and expansion opportunities.
| Offering/Placement | Gross Proceeds ($M) | Shares Issued | Offering Price |
|---|---|---|---|
| Registered Direct Placement | 1,632.40 | 39,699,102 | $41.12 |
Key Takeaways for Investors
With net proceeds of $2.27 billion, IREN can further invest in its large-scale AI cloud infrastructure and operations. By swapping out older, higher-rate debt for longer-term, lower-coupon convertible notes, the company not only strengthens its capital position but also shows strategic discipline in minimizing financing costs.
The capped call feature demonstrates prudent balance sheet management, giving shareholders additional confidence against unwanted dilution. For investors tracking IREN’s growth story, this set of moves could be the foundation for greater flexibility as AI demand scales globally.
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