IREN $1.6 Billion Ordinary Shares and $2.3 Billion Convertible Notes Offerings

Davis Polk advised IREN Limited on concurrent offerings of ordinary shares and convertible senior notes. The transaction comprised a SEC-registered direct offering of 39,699,102 ordinary shares and Rule 144A offerings of (i) $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2032, which included $150 million aggregate principal amount of notes issued pursuant to the initial purchasers’ option to purchase additional notes, and (ii) $1.15 billion aggregate principal amount of 1.00% convertible senior notes due 2033, which likewise included $150 million aggregate principal amount of notes pursuant to the initial purchasers’ option. Davis Polk also advised IREN on the capped call transactions related to the convertible notes offerings. The convertible senior notes were issued on December 8, 2025. IREN Limited intends to use the net proceeds to fund the approximately $201 million cost of entering into the capped call transactions, to repurchase approximately $316.6 million of its 3.50% convertible senior notes due 2029 and approximately $227.7 million of its 3.25% convertible senior notes due 2030, and for general corporate purposes and working capital. IREN Limited is an Australian-based AI cloud service provider delivering large-scale GPU clusters for AI training and inference. Its vertically integrated platform is supported by a portfolio of grid-connected land and data centers located in renewable-rich regions across the United States and Canada. Davis Polk represented IREN Limited with a team composed by: capital markets — partner Marcel Fausten, counsel Meaghan Kennedy and associate Ryan Mainous; equity derivatives — partner Mark J. DiFiore and associates Danielle Forni, Ji Hwan Kim, Melissa X. Estrada and Chanique C. Vassell; tax — partner Lucy W. Farr and associate Benjamin Silver. All members of the Davis Polk team are based in the New York office.

IREN $1.6 Billion Ordinary Shares and $2.3 Billion Convertible Notes Offerings

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