JWCA advises IREN on its dual-tranche $2.3 billion convertible and capped call transaction

December 2025 | read press release

Transaction Background

Following three well received convertible issuances over the past year, IREN Limited (“IREN” or the “Company”) successfully raised $2.3bn (inclusive of greenshoe) in the convertible market with a dual tranche offering at attractive terms (0.25% coupon and 25.0% conversion premium for 2032 notes and 1.00% coupon and 25.0% conversion premium for the 2033 notes). Concurrently, IREN also equitized ~58% and ~52% of the existing 2029 and 2030 notes

IREN’s objectives included:

  • Raise attractively priced capital for general corporate purposes and working capital

  • Address outstanding in-the-money 2029 and 2030 convertibles

  • Mitigate stock price risk

  • Protect against future equity dilution through a derivative overlay

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

  • Equitization strategy and mechanics

  • Execution tactics and shareholder messaging

  • Convertible and capped call 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

The transaction was conducted using a private wall cross process before launching one day of public marketing

Results

IREN’s third convertible financing transaction in 2025 was well received by investors:

  • The confidential marketing period prior to the public launch allowed the Company to build a strong order book of fundamental and repeat investors, sending a strong signal going into the public launch

IREN successfully retired ~58% of the 2029 and ~52% of the 2030 convertible notes, helping to facilitate the transaction and lowering the Company’s annual cash interest expense

JWCA helped to navigate complexities of the transaction, ensuring the Company maximized value created from the convertible, capped call and concurrent equitization to achieve best outcome