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The remarketing guarantee when the customer walks

If the hyperscaler cancels a GPU tranche before acceptance, what does the parent cover?

IREN’s limited guarantee covers a tranche of Dell GPU servers that Microsoft terminates before acceptance. It bites once the servers are sold under the remarketing right, or the remarketing right fails by the end of the remarketing period. IREN then covers the debt left after the sale proceeds. Equity reduces the guaranteed amount only once it is actually received and applied, and a promise to fund equity is no defence. If the lenders enforce against the collateral during the remarketing period, IREN no longer covers the upfront amount owed back to Microsoft. IREN pays within five business days of demand.

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile ·

What the filed contracts say

ContractWhat the filed wording says
IREN parent guaranteeThe guarantee bites once the tranche’s equipment is sold under the remarketing right, or the remarketing right is not met by the end of the remarketing period.
IREN parent guaranteeEquity reduces the guaranteed amount only once received and applied; a stated intention to fund equity is no defence.
IREN parent guaranteeIf the agent enforces against the collateral during the remarketing period, the cover for the upfront amount owed back to Microsoft falls away.
IREN parent guaranteeIREN pays within five business days of demand, and demand can be made early once a sale has closed.

The filed wording

“RVG Trigger” shall mean either (a) the consummation of the disposition of the Infrastructure (as defined in the Common Terms Agreement) relating to the applicable Tranche pursuant to clause (a) of the definition of “Remarketing Right” under, and in accordance with, the Common Terms Agreement or (b) the Company not having satisfied the requirement set forth in any of clauses (a), (b) or (c) of the definition of “Remarketing Right” at the end of the Remarketing Period.
IREN limited parent guarantee (remarketing right), section 1.2, “RVG Trigger” · IREN 10-K, Exhibit 10.38

On the deal pages

Financings by the parties to these contracts

The latest debt raised by the companies that signed them, with the terms and the sources on each deal page.

FinancingBorrower or issuerDateAmount
Mackenzie GPU financing (reported)IREN27 August 2026US$2.4bn
Microsoft DDTL floating trancheIREN1 June 2026US$1.55bn
Microsoft US private-placement notesIREN1 June 2026US$2.1bn
Convertible notesIREN14 May 2026US$3bn
IREN US$2.3bn convertible notes due 2032 and 2033 (December 2025)IREN8 December 2025US$2.3bn

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Method

Each extract is quoted from the contract as filed with the SEC, checked against the filed text when it was added; “…” marks words left out. Filers redact commercial terms, so a [***] or [*] is the filer's, not ours. The summaries describe the wording, not how a court would read it, and each contract's defined terms and other clauses can change the effect. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.

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