TL;DR
MARA Holdings, Inc. announces a private offering of $700 million in senior convertible notes due in 2030, aimed at qualified institutional buyers.
The company will use up to $200 million of the proceeds to repurchase existing 2026 notes, while the remainder will be used for Bitcoin acquisition and other corporate purposes.
Noteholders will have the option to convert the notes into cash, company shares, or a combination of both.
MARA Holdings, Inc., one of the largest Bitcoin mining companies in the world, has announced a private offering of $700 million in senior convertible notes due in 2030. This offering will be exclusively directed to qualified institutional buyers under Rule 144A of the Securities Act. The company also plans to grant the initial buyers the option to acquire up to an additional $105 million in notes during a 13-day period starting from the date of the initial issuance.
The notes will be unsecured senior obligations and will pay semiannual interest until maturity on March 1, 2030. MARA will have the option to redeem them partially starting in March 2028, under certain conditions, while the noteholders will have the option to request a full or partial repurchase in December 2027.
MARA Holdings, Inc. 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 purposeshttps://t.co/QeyzNsaJgM
— Robert Samuels (@RobSamuelsIR) November 18, 2024
Additionally, the notes will offer the possibility of conversion into cash, company shares, or a combination of both, depending on MARA’s decision. The initial conversion price will be based on the weighted average price of the company’s shares during a specific time window on the pricing date.
Future Plans of MARA Holdings
The company plans to use up to $200 million of the net proceeds to repurchase a portion of its existing convertible notes due in 2026. The remaining funds will be allocated to Bitcoin acquisition and other corporate purposes, including working capital, asset expansion, and financial obligations.
The repurchase of the current notes could have a significant market impact. 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, potentially influencing the market price of the shares and, consequently, the effective conversion rate of the new notes.
It is important to note that this offering has not been registered under the Securities Act or other securities laws. As a result, both the notes and any associated shares will be available exclusively to buyers who meet the legal requirements. MARA emphasizes that this announcement does not constitute a public offering or a solicitation to purchase in any jurisdiction
