MARA Holdings Announces Proposed Private Offering of $700 Million of Convertible Senior Notes

Proceeds to be used primarily to acquire bitcoin, repurchase existing convertible notes due 2026 and for general corporate purposes

MARA Holdings, Inc., among the world's largest Bitcoin mining companies, has announced a private offering of $700 million in senior convertible notes due in 2030. This offering will be available exclusively to qualified institutional buyers, as defined in Rule 144A under the Securities Act.

The company also disclosed that it will grant the initial purchasers the option to acquire up to an additional $105 million in notes during a 13-day period following the initial issuance date.

These notes will reportedly constitute unsecured senior obligations and will pay semiannual interest at a rate to be determined until March 1, 2030, when they mature. MARA will have the partial redemption option, starting in March 2028, subject to certain conditions, and the noteholders will be permitted to request a full or partial repurchase in December 2027.

Furthermore, the notes will be convertible into cash, shares of the company's common stock, or a combination of both, at MARA's election. The initial conversion price will be determined based on the weighted average price of the company’s shares during a specific time window on the pricing date.

Proceeds from the offering will be used primarily to acquire bitcoin, and to repurchase a portion of the company's outstanding convertible notes due in 2026, and for general corporate purposes.

Up to $200 million of the net proceeds will be used to repurchase a portion of the outstanding convertible notes due 2026. The remaining net proceeds will be used for Bitcoin acquisition and other corporate purposes, which may include working capital, asset expansion, and other financial obligations.

This repurchase of the current notes may have a significant market implication. Buyers of these notes who have hedged their equity price risk related to MARA's stock may conduct additional transactions to adjust their exposure.

This could involve purchasing the company's shares or adjusting positions in derivatives, which may influence the market price of the shares and, consequently, the effective conversion rate of the new notes.

It is important to note that this offering is not being registered under the Securities Act or any state securities laws, and the notes and any shares will be offered only to persons who are qualified institutional buyers. MARA also highlights that this announcement does not constitute an offer to sell or a solicitation to purchase in any jurisdiction.

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