Latham Advises on IREN Limited’s Upsized US$400 Million Convertible Senior Notes Offering

IREN Limited (NASDAQ: IREN) (ACN 629 842 799), a leading data center business powering the future of Bitcoin, AI, and beyond utilizing 100% renewable energy, has announced the pricing of its offering of US$400 million aggregate principal amount of 3.25% convertible senior notes due 2030 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from the previously announced offering size of US$300 million aggregate principal amount of notes. Capped call transactions entered into in connection with the notes are expected to provide a hedge upon conversions up to an initial cap price of US$25.86 per share, representing a 100% premium compared to the 30% conversion premium under the notes. IREN also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional US$40 million principal amount of notes. The issuance and sale of the notes are scheduled to settle on December 6, 2024, subject to customary closing conditions.

Latham & Watkins LLP represents the initial purchasers in the offering with a capital markets team led by New York partners Stelios Saffos and Brittany Ruiz, and Orange County partner Drew Capurro, with associates Emma Gilmore and Madison Venezia. Advice was provided on convertible debt matters by New York partner Andrew Blumenthal, with associates Ryan Gold, Andrew Bentz, and Steve Hess; on equity derivatives matters by New York partner Reza Mojtabaee-Zamani, with associates Shawn Noh and Henry Lin; on data privacy and cybersecurity matters by Bay Area partner Robert Blamires, with associate Kathryn Parsons-Reponte; on tax matters by New York partner Elena Romanova; on crypto and digital assets matters by New York partner Jenny Cieplak; on anti-corruption and anti-bribery matters by Washington, D.C. partner Kevin Chambers; and on sanctions matters by Washington, D.C. partner Eric Volkman, with associates Matthew Gregory and Shaza Loutfi.