JWCA advises IREN on its upsized $3.0 billion convertible and capped call transaction

May 2026 | read press release

Transaction Background

IREN Limited (“IREN” or the “Company”) successfully raised $3.0bn (inclusive of greenshoe) in the convertible market at attractive terms (1.00% coupon and 32.5% conversion premium)

IREN’s objectives included:

  • Capitalize on recent strong share performance and contract announcements

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

  • Mitigate stock price risk through strategic investor allocation

  • 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

  • Execution tactics and shareholder messaging

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

  • Negotiation of unwind of existing capped call

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

JWCA provided advice and in-person support on the day of execution

Results

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

  • There was significant long-only and fundamental investor demand in the order book, allowing the Company to upsize the offering from $2.0bn base size to $2.6bn

  • The 1.00% coupon and 32.5% conversion premium priced on the company-friendly ends of the marketed ranges of 1.00 - 1.50% coupon and 27.5 - 32.5% conversion premium

JWCA worked with the Company to strategically prioritize fundamental investor demand, also helping to protect share price impact into significant upsize

JWCA’s capped call auction delivered meaningful economic savings, enabling company to raise capital at a low single digit cost while protecting against dilution until share price doubles

This is the latest in a series of advisory assignments with JWCA, who previously advised on the Company’s convertible offerings over the course of 2024 and 2025