MARA Announces Launch of Consent Solicitation for the 8.750% Senior Secured Notes due 2032 of Long Ridge Energy LLC

Rhea-AI Summary

MARA (NASDAQ: MARA) announced a consent solicitation by MARA USA Corporation to amend the indenture for 8.750% Senior Secured Notes due 2032 issued by Long Ridge Energy LLC. The Notes total $600,000,000; the Offeror proposes amendments to prevent the Transaction from triggering a Change of Control repurchase.

Holders who consent before May 15, 2026, 5:00 p.m. ET may receive a $2.50 per $1,000 consent fee if the Transaction closes, expected in H2 2026 (could be Q3 2026), subject to HSR and FERC approvals.

Positive

• Aggregate notes outstanding: $600,000,000
• Consent Fee: $2.50 per $1,000 principal amount
• Proposed amendment removes the Transaction as a Change of Control
• Proposal would designate MARA and affiliates as Permitted Holders
• Consent Fee payable substantially concurrently with Transaction closing

Negative

• Requisite Consents: majority of aggregate principal amount required
• If Requisite Consents not obtained, Notes remain subject to current indenture
• Failure to amend could trigger 101% cash repurchase obligation
• Transaction closing subject to HSR and FERC approvals

News Market Reaction – MARA

-2.53%

-2.53% Session close to close

In the May 7 session, MARA declined 2.53%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a consent solicitation to amend the indenture governing Long Ridge’s 8.750...

Analysis

This announcement details a consent solicitation to amend the indenture governing Long Ridge’s 8.750% Senior Secured Notes due 2032, in connection with MARA’s planned acquisition of Long Ridge. The goal is to ensure the Transaction does not trigger a “Change of Control” put at 101% of principal. Investors may track progress toward obtaining the required majority consents, regulatory clearances, and ultimate closing timing in the second half of 2026 as they assess execution risk around the Long Ridge deal.

Key Figures

Coupon rate: 8.750% Aggregate principal: $600,000,000 Consent fee: $2.50 +5 more

8 metrics

Coupon rate 8.750% Senior Secured Notes due 2032 of Long Ridge Energy LLC

Aggregate principal $600,000,000 Outstanding 8.750% Senior Secured Notes due 2032

Consent fee $2.50 Per $1,000 principal amount of Notes for consenting holders

Change-of-control offer price 101% Of aggregate principal amount, plus accrued and unpaid interest

Consent expiration time 5:00 p.m. New York City time on May 15, 2026, subject to extension

Consent solicitation date May 7, 2026 Date of Consent Solicitation Statement

Expected closing window Second half of 2026 Expected consummation period for the Transaction

Earliest closing estimate Third quarter 2026 Earliest expected timing for Transaction close, subject to approvals

Historical Context

5 past events · Latest: May 04 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 04	Earnings call scheduled	Neutral	+2.8%	Announcement of Q1 2026 earnings webcast and conference call timing.
Apr 30	Acquisition announcement	Positive	+11.8%	Agreement to acquire Long Ridge Energy & Power to expand capacity and EBITDA.
Mar 26	Debt repurchase/crypto	Positive	+3.6%	Repurchase of 2030/2031 convertibles funded by sale of 15,133 bitcoin.
Feb 26	Earnings results	Neutral	+5.8%	Preliminary Q4 and FY 2025 results shared via shareholder letter and call.
Feb 26	Strategic partnership	Positive	+5.8%	AI and hyperscale digital infrastructure partnership with Starwood entities.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news — acquisitions, capital structure actions, partnerships, and earnings events — has generally been followed by positive price reactions, suggesting investors have rewarded MARA’s strategic and balance sheet moves.

Recent Company History

Over the last few months, MARA has focused on scaling and optimizing its digital infrastructure and balance sheet. The April 30, 2026 agreement to acquire Long Ridge Energy & Power for about $1.5 billion drove an 11.85% gain. Prior crypto-related balance sheet actions on March 26, 2026, including note repurchases funded by selling 15,133 bitcoin, also coincided with a positive move. Earnings and AI-focused partnership headlines in late February likewise saw gains, framing today’s consent solicitation as another step in executing the Long Ridge strategy.

Key Terms

consent solicitation, indenture, senior secured notes, change of control, +4 more

8 terms

consent solicitation financial

"has commenced a consent solicitation (the “Consent Solicitation”) to amend the indenture"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture financial

"to amend the indenture (the “Indenture”) governing the outstanding notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

senior secured notes financial

"8.750% Senior Secured Notes due 2032 | 54288CAA1"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

change of control financial

"will constitute a “Change of Control” under the Indenture"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

permitted holder financial

"MARA and its affiliates will each be a Permitted Holder (as defined in the Indenture)"

A permitted holder is a person or entity that is allowed, under a legal agreement, to own or receive particular securities even when general transfer rules or lock-ups would otherwise block ownership or sales. Think of it like a members‑only club that makes exceptions for certain invited guests. For investors this matters because the status affects who can sell or control shares, influencing liquidity, timing of transactions and potential shifts in ownership or voting power.

supplemental indenture financial

"a supplemental indenture to the Indenture (a “Supplemental Indenture”) setting forth the Proposed Amendments"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Hart-Scott-Rodino Act regulatory

"subject to regulatory approvals, including clearance under the Hart-Scott-Rodino Act"

A U.S. antitrust law that requires parties to large mergers and acquisitions to notify federal regulators and wait a set period before closing the deal, so authorities can check whether the transaction would unfairly reduce competition. For investors, the process is like notifying a referee before a major team trade: it can reveal objections, trigger investigations, delay or block a deal, and therefore affect transaction timing, value and deal risk.

Federal Energy Regulatory Commission regulatory

"subject to ... Federal Energy Regulatory Commission approval"

A U.S. federal agency that acts like a referee for the large-scale flow and sale of electricity and natural gas across state lines, setting rules, approving rates and licenses, and reviewing major projects and market changes. Investors care because its decisions — on things like transmission rules, pipeline approvals and market structure — can change company profits, project timelines and the price and reliability of energy, similar to how a traffic controller affects delivery routes and costs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Miami, FL, May 07, 2026 (GLOBE NEWSWIRE) -- MARA Holdings, Inc. (NASDAQ: MARA) (“MARA”) today announced that MARA USA Corporation, its wholly owned subsidiary (the “Offeror”), has commenced a consent solicitation (the “Consent Solicitation”) to amend the indenture (the “Indenture”) governing the outstanding notes of Long Ridge Energy LLC (the “Issuer”), as set forth in the table below (the “Notes”). The terms and conditions of the Consent Solicitation are set forth in a consent solicitation statement dated as of May 7, 2026 (as it may be amended and supplemented from time to time, the “Consent Solicitation Statement”).

Title of Notes	CUSIP Numbers	Aggregate Principal Amount Outstanding		Consent Fee(1)
8.750% Senior Secured Notes due 2032	54288CAA1 U5423CAA6	$600,000,000		$2.50

(1) For each $1,000 principal amount of the Notes.

Amendment & Consent

On April 29, 2026, the Offeror and MARA entered into an Equity Purchase Agreement with Ohio River Partners Holdco LLC, Ohio River Partners Finance LLC (collectively, the “Sellers”) and (solely for the purposes of Articles V, IX and X and Sections 2.5, 6.10, 6.16 and 6.20 of the Equity Purchase Agreement) FTAI Infrastructure Inc. Pursuant to the Equity Purchase Agreement, the Offeror will acquire 100% of the issued and outstanding limited liability company membership interests in Long Ridge Energy & Power LLC (“Long Ridge” and, such transaction, the “Transaction”). The Issuer is a wholly owned subsidiary of Long Ridge. At the closing of the Transaction, Long Ridge will become an indirect wholly owned subsidiary of MARA.

The consummation of the Transaction will constitute a “Change of Control” under the Indenture. Following a “Change of Control” (as defined in the Indenture) the Indenture requires the Issuer to make an offer to purchase for cash all of the Notes then outstanding at a price equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, on the Notes to, but excluding, the date of purchase.

Subject to the conditions described in the Consent Solicitation Statement, the Offeror is seeking consent from the holders (the “Holders”) of the Notes to amend the Indenture to (i) provide that the Transaction will not constitute a “Change of Control,” (ii) provide that MARA and its affiliates will each be a Permitted Holder (as defined in the Indenture), and (iii) add to, amend, supplement or change certain other defined terms contained in the Indenture and the Notes related to the foregoing (collectively, the “Proposed Amendments”).

The Consent Solicitation will expire at 5:00 p.m., New York City time, on May 15, 2026, or such later time and date to which the Consent Solicitation is extended (such time and date, as it may be extended, the “Expiration Time”). A Holder may validly revoke its consent to the Proposed Amendments prior to the earlier of (i) the Effective Time (as defined below) and (ii) the Expiration Time (the "Revocation Deadline"), as described in the Consent Solicitation Statement.

Subject to the terms and conditions of the Consent Solicitation, the Offeror is offering each Holder of the Notes who validly delivers (and does not validly revoke) its consent to the Proposed Amendments prior to the Expiration Time (each such Holder a “Consenting Holder”) a consent consideration equal to $2.50 per $1,000 in principal amount of the Notes held by such Consenting Holder (the “Consent Fee”). The payment of the Consent Fee is conditioned upon satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement, including the receipt of the Requisite Consents (as defined below), and upon the consummation of the Transaction (which condition may not be waived). The Consent Fee is expected to be paid substantially concurrently with the consummation of the Transaction which, if consummated, is currently expected to be in the second half of 2026, and could be as soon as the third quarter of 2026, subject to regulatory approvals, including clearance under the Hart-Scott-Rodino Act and Federal Energy Regulatory Commission approval, as well as satisfaction of other customary closing conditions.

Holders who have validly delivered their consents prior to the Expiration Time but who have validly revoked such consents prior to the Revocation Deadline will not be eligible to receive the Consent Fee unless they validly deliver their consents again prior to such Expiration Time, and are not validly revoked prior to the Revocation Deadline.

The Proposed Amendments must be consented to by Holders of at least a majority of the aggregate principal amount of the Notes outstanding (the “Requisite Consents”) in order to be effective. If the Requisite Consents are received, it is expected that a supplemental indenture to the Indenture (a “Supplemental Indenture”) setting forth the Proposed Amendments will be entered into by the Issuer, the subsidiary guarantors and U.S. Bank Trust Company, National Association, as the trustee for the Notes (the “Trustee”), promptly following receipt of such Requisite Consents, whether before or after the Expiration Time (the “Effective Time”). Although the Supplemental Indenture for the Notes will become effective upon its execution and delivery by the Issuer, the subsidiary guarantors and the Trustee, the Proposed Amendments will become operative only upon the consummation of the Transaction and the payment of the Consent Fee. Upon becoming operative, the Proposed Amendments will be binding on all Holders of the Notes. If the Offeror fails to obtain the Requisite Consents for the Proposed Amendments or the other conditions to the Consent Solicitation are not satisfied or waived or the Transaction is not consummated, no Consent Fee will be paid with respect to the Notes, the Proposed Amendments will not become operative, and the Notes will continue to be subject to the current terms and conditions of the Indenture.

The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the Holders of the Notes. As described in the Consent Solicitation Statement, the Offeror reserves the right, in its sole discretion and subject to applicable law, to extend, amend or terminate the Consent Solicitation with respect to the Notes at any time and from time to time.

Barclays Capital Inc. is serving as solicitation agent (the “Solicitation Agent”) in connection with the Consent Solicitation. Global Bondholder Services Corporation is serving as the information agent and tabulation agent in connection with the Consent Solicitation (“GBSC” or the “Information and Tabulation Agent”). Questions regarding the terms of the Consent Solicitation may be directed to the Solicitation Agent at (212) 528 7581 or (800) 438 3242 (toll-free) or by email to us.lm@barclays.com. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to GBSC at (212) 430-3774 or (855) 654-2015 (toll-free) or by email to contact@gbsc-usa.com.

This press release does not constitute an offer to sell, or an offer to purchase, or a solicitation of an offer to purchase or sell, any security. The Consent Solicitation is being made solely pursuant to the terms of the Consent Solicitation Statement. No recommendation is being made as to whether Holders should consent to the Proposed Amendments. The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.

About MARA and the Offeror

MARA (NASDAQ: MARA) deploys digital energy technologies to advance the world’s energy systems. Harnessing the power of compute, MARA transforms excess energy into digital capital, balancing the grid and accelerating the deployment of critical infrastructure. Building on its expertise to redefine the future of energy, MARA develops technologies that reduce the energy demands of high-performance computing applications, from AI to the edge. MARA’s common stock is listed on the Nasdaq Capital Market under the symbol “MARA.”

The Offeror is a wholly owned subsidiary of MARA.

Important Information

This communication is provided solely for informational purposes in connection with the Consent Solicitation described herein. The Consent Solicitation is being made only pursuant to the Consent Solicitation Statement and the information contained therein. This communication does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, nor does it constitute a recommendation as to whether any Holder should consent to the Proposed Amendments.

MARA has not filed this communication or the Consent Solicitation Statement with, and neither has been reviewed by, any federal, state or foreign securities commission or other regulatory authority. No authority has passed upon the accuracy or adequacy of this communication or the Consent Solicitation Statement, and it is unlawful and may be a criminal offense to make any representation to the contrary.

No person has been authorized to give any information or to make any representations in connection with the Consent Solicitation other than those contained in the Consent Solicitation Statement and, if given or made, such information or representations should not be relied upon as having been authorized.

No Recommendation as to Consent in the Solicitation

None of the Offeror, MARA, the Sellers, Long Ridge, the Issuer, the subsidiary guarantors, the Solicitation Agent, the Information and Tabulation Agent or the Trustee makes any recommendation as to whether Holders should deliver any Consents. Each Holder must make its own decision as to whether to participate in the Consent Solicitation.

Holders are urged to read the Consent Solicitation Statement in its entirety, including any amendments or supplements thereto, because it contains important information regarding the Consent Solicitation and the Proposed Amendments.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. All statements, other than statements of historical fact, included in this press release are forward-looking statements. The words “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue,” “target” and similar expressions or variations or negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, among other things, statements related to the parties’ ability to consummate the transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary third-party approvals, or the satisfaction of other closing conditions to consummate the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement or any unanticipated difficulties or expenditures relating to the transaction; MARA’s planned development of digital infrastructure projects, including the Hannibal, Ohio campus; the expected capacity, scalability and performance of the acquired facilities; the anticipated ability to shift between hyperscale and AI workloads and Bitcoin mining at the acquired facilities; MARA’s ability to finance the transaction on acceptable terms, or at all; the anticipated benefits of the proposed transaction, including MARA’s expansion into high-performance computing; MARA’s ability to advance and execute its digital energy infrastructure strategy; the expected earnings and cash flows from Long Ridge and the impact on the Issuer’s capital structure. These forward-looking statements are only predictions. These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should read the factors disclosed under “Certain Significant Considerations” in the Consent Solicitation Statement in conjunction with the forward-looking statements included in this press release. New factors could emerge from time to time and it is not possible to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results. MARA and the Offeror expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

Because actual results could differ materially from intentions, plans, expectations, assumptions and beliefs about the future, you are urged not to rely on forward-looking statements included in this press release and to view all forward-looking statements made in this press release with caution.

MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com

MARA Media Contact:
Email: mara-jf@joelefrank.com

FAQ

What is MARA (NASDAQ: MARA) asking Long Ridge noteholders to approve by May 15, 2026?

MARA is seeking consents to amend the indenture so the Transaction is not a Change of Control. According to MARA, the Proposed Amendments would also make MARA and affiliates Permitted Holders and modify related defined terms.

How much are the Long Ridge 8.750% notes outstanding and what consent fee is MARA offering?

The outstanding principal is $600,000,000 and the consent fee is $2.50 per $1,000. According to MARA, the Consent Fee is conditioned on receiving Requisite Consents and the successful closing of the Transaction.

When will MARA pay the consent fee for Long Ridge notes if consents are delivered?

The consent fee is expected to be paid substantially concurrently with the Transaction closing. According to MARA, closing is expected in the second half of 2026 and could be as soon as Q3 2026, subject to approvals.

What happens if MARA does not receive the Requisite Consents for the Long Ridge notes?

If Requisite Consents are not obtained, the Proposed Amendments will not become operative and no consent fee will be paid. According to MARA, the Notes will remain subject to the current indenture terms.

Does the consent solicitation affect Long Ridge noteholders’ right to revoke their consent?

Holders may revoke consents prior to the earlier of the Effective Time and the Expiration Time. According to MARA, revoked consents before the Revocation Deadline render holders ineligible for the Consent Fee unless they re-deliver consent.

What regulatory approvals does MARA say are required before the Long Ridge Transaction can close?

The Transaction requires Hart-Scott-Rodino clearance and Federal Energy Regulatory Commission approval. According to MARA, other customary closing conditions must also be satisfied before consummation.