MARA Holdings, Inc. Completes $1 Billion Offering of 0% Convertible Senior Notes due 2030
Rhea-AI Summary
MARA Holdings has completed a $1 billion offering of 0% convertible senior notes due 2030, including $150 million from additional purchasers. The net proceeds of approximately $980 million will be used to: repurchase $212 million of existing 2026 convertible notes ($199 million allocated), acquire additional bitcoin, and for general corporate purposes. The notes are convertible into cash, MARA common stock, or a combination thereof, with an initial conversion rate of 38.5902 shares per $1,000 principal amount, equivalent to $25.9133 per share - a 42.5% premium over the current stock price.
Positive
- Raised $980 million in net proceeds through convertible notes offering
- Zero interest rate on the new convertible notes
- 42.5% conversion premium over current stock price indicates strong market confidence
Negative
- Taking on $1 billion in new debt obligations
- Potential future dilution for shareholders upon conversion
- Using proceeds to repurchase existing debt instead of pure growth initiatives
News Market Reaction
On the day this news was published, MARA gained 6.85%, reflecting a notable positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Proceeds to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026
Fort Lauderdale, FL, Nov. 21, 2024 (GLOBE NEWSWIRE) -- MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to support the energy transformation, today announced the closing on November 20, 2024 of its offering of
The net proceeds from the sale of the notes were approximately
The notes are unsecured, senior obligations of MARA. The notes will not bear regular interest and the principal amount of the notes will not accrete. MARA may pay special interest, if any, at its election as the sole remedy for failure to comply with its reporting obligations and under certain other circumstances, each pursuant to the indenture. Special interest, if any, on the notes will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025 (if and to the extent that special interest is then payable on the notes). The notes will mature on March 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after March 5, 2028, MARA may redeem for cash all or any portion of the notes at a redemption price equal to
Holders of notes may require MARA to repurchase for cash all or any portion of their notes on December 1, 2027 or upon the occurrence of certain events that constitute a fundamental change under the indenture governing the notes at a repurchase price equal to
The notes are convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s common stock, at MARA’s election. Prior to December 1, 2029, the notes are convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The conversion rate for the notes is initially 38.5902 shares of MARA’s common stock per
In connection with any repurchase of the existing 2026 convertible notes, MARA expects that holders of the existing 2026 convertible notes who agree to have their notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their hedge positions by buying MARA’s common stock and/or entering into or unwinding various derivative transactions with respect to MARA’s common stock. The amount of MARA’s common stock to be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of MARA’s common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of MARA’s common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. MARA cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or MARA’s common stock.
The notes were sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and the shares of MARA’s common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The offering of the notes was made only by means of a private offering memorandum.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction. Nothing in this press release shall be deemed an offer to purchase MARA’s existing 2026 convertible notes.
About MARA
MARA (NASDAQ:MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into economic value.
Forward-Looking Statements
Statements in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to MARA’s use of the net proceeds of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the factors discussed in the “Risk Factors” section of MARA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024, as amended on May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024 and the risks described in other filings that MARA may make from time to time with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and MARA specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com
FAQ
What is the conversion price for MARA's 2030 convertible notes?
How much did MARA raise in their November 2024 convertible note offering?
What will MARA use the convertible note proceeds for?
When do MARA's new convertible notes mature?
