JWCA advises IREN on its upsized $550 million convertible, capped call and prepaid forward transaction

jUNE 2025 | read press release

Transaction Background

Following a well received convertible issuance in December 2024, IREN Limited (“IREN” or the “Company”) successfully raised $550mm (inclusive of greenshoe) in the convertible market at attractive terms (3.50% coupon and 30.0% conversion premium)

IREN’s objectives included:

  • Eliminate stock price risk

  • 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

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 second convertible financing transaction 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

  • JWCA helped advocate for a greater portion of long-only investor allocations in the convertible order book to maximize net proceeds for IREN

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

This is JWCA’s second advisory assignment for the Company after advising IREN on its debut convertible issuance in December 2024