JWCA advises IREN on its zero-coupon $1 billion convertible and capped call transaction

OCTOBER 2025 | read press release

Transaction Background

Following two well received convertible issuance in December 2024 and June 2025, IREN Limited (“IREN” or the “Company”) successfully raised $1bn (inclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 42.5% conversion premium)

IREN’s objectives included:

  • Capitalize on recent strong share performance (stock up ~460%+ year to date)

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

  • 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

  • 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

JWCA provided advice, support and analysis throughout the execution process

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 a 10-month span was very well received by investors:

  • The confidential marketing period prior to the public launch allowed the Company to build a strong order book of long-only investors and send a strong signal going into the public launch

  • The 42.5% conversion premium priced significantly better than the marketed conversion premium range (30.0 – 35.0%)

  • Represents the best priced convertible with a maturity greater than 5 years and no investor put since 2021

JWCA helped advocate for a greater portion of long-only investor allocations in the convertible to minimize stock pressure on the day of pricing

  • IREN stock traded down ~3% where to comparable convertible issuers traded down ~10%+

This is JWCA’s third advisory assignment for the Company after advising IREN on its convertible offerings in December 2024 and June 2025