[SC TO-I/A] Greenidge Generation Holdings Inc. Amended Issuer Tender Offer

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc. (ticker GREE) filed Amendment No. 3 to its Schedule TO on 3 July 2025, updating its ongoing issuer tender/exchange offer for the company’s 8.50% Senior Subordinated Notes due 2026. The key change is an increase in the aggregate cash payment limit to $3,204,477, up from $3,000,000 originally disclosed in the Offer to Purchase/Exchange dated 17 June 2025. The amendment also incorporates a 3 July 2025 press release that provides preliminary results following the Early Tender Date, which expired at 5:01 p.m. (New York City time) on 2 July 2025. All other terms and conditions of the tender/exchange offer remain unchanged, and the transaction continues to be conducted as an issuer tender offer under Rule 13e-4.

Positive

• Cash payment limit increased to $3.204 million, modestly enhancing the amount available to repurchase notes and slightly improving terms for participating noteholders.

Negative

• None.

Insights

Fixed Income Analyst

TL;DR Minor amendment lifts cash cap for note buyback; neutral-to-slightly positive for noteholders, immaterial for equity holders.

The $204k (≈6.8%) rise in the cash payment limit marginally improves the probability that additional 8.50% 2026 notes can be accepted in the tender. While this benefits participating bondholders by marginally raising the cash pool, the adjustment is small relative to Greenidge’s total debt stack and has no disclosed impact on balance-sheet leverage or liquidity. No pricing, participation levels, or financial metrics were provided, so the amendment carries limited materiality for investors beyond acknowledging the company’s willingness to allocate marginally more cash.

Corporate Finance Specialist

TL;DR Cash limit upped; early tender period ended; disclosure routine, impact minimal.

The filing simply aligns all deal documents with the new $3.204 million cash ceiling and logs a press release covering preliminary early-tender results (details not furnished here). Because no structural terms—such as consideration mix, exchange ratio, or covenant changes—were altered, the amendment is administrative. Absent quantitative uptake data, shareholder value implications remain neutral. The move signals Greenidge’s intent to ensure full settlement if tenders slightly exceed the original cap, but does not materially shift risk or return profiles.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

GREENIDGE GENERATION HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))

8.50% Senior Subordinated Notes due 2026
(Title of Class of Securities)

39531G209
(CUSIP Numbers of Class of Securities)

Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
1159 Pittsford-Victor Road, Suite 240

Pittsford, New York 14534
(315) 536-2359
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)

Copies to:

Kenneth M. Silverman

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

15^th Floor

New York, New York 10019

Telephone: (212) 451-2300

 

 

 

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d-1.

ý issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of a tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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This Amendment No. 3 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Original Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2025, as amended by Amendment No. 1 to Schedule TO filed with the SEC on June 20, 2025 (“Amendment No. 1”) and Amendment No. 2 to Schedule TO filed with the SEC on June 27, 2025 (“Amendment No. 2”), by Greenidge Generation Holdings, Inc., a Delaware corporation (“the “Company”) (this “Amendment No. 3” and, collectively with the Original Schedule TO, Amendment No. 1 and Amendment No. 2, the “Schedule TO”). The Tender/Exchange Offer is subject to the conditions set forth in the Offer to Purchase/Exchange, dated June 17, 2025 (the “Offer to Purchase/Exchange”). The Offer to Purchase/Exchange and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase/Exchange, are hereby amended and supplemented as set forth below. All capitalized terms used but not otherwise defined in this Amendment No. 3 have the meanings ascribed to such terms in the Offer to Purchase/Exchange.

 

All references to the “Cash Payment Limit” of $3,000,000 in the Schedule TO, Offer to Purchase/Exchange (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (Exhibit (a)(1)(D)), Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (Exhibit (a)(1)(E)), Letter to Holders of Old Notes (Exhibit (a)(1)(H)), and Press Release (Exhibit (a)(5)(A)), are hereby amended to refer to the increased cash payment limit of $3,204,477.

 

The Schedule TO is hereby amended and supplemented by adding the following:

 

On July 3, 2025, the Company issued a press release announcing preliminary results of the Tender/Exchange Offer following expiration of the Early Tender Date, which expired at 5:01 p.m., New York City time, on July 2, 2025.  A copy of the press release is filed as Exhibit (a)(5)(B) to this Amendment No. 3 and is incorporated by reference herein.

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ITEM 12 EXHIBITS.

(a)(1)(A)	Offer to Purchase/Exchange, dated June 17, 2025 (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(B)	Letter of Transmittal (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(C)	Notice of Guaranteed Delivery (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(F)	Form of Second Supplemental Indenture between Greenidge Generation Holdings Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(1)(G)	Form of 10.00% Senior Note due 2030 (included as Exhibit A to Exhibit (a)(1)(F) above).
(a)(1)(H)	Letter to Holders of Old Notes (incorporated herein by reference from the Amendment No. 1, filed June 20, 2025).
(a)(5)(A)	Press Release, dated June 17, 2025 (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).
(a)(5)(B)*	Press Release, dated July 3, 2025.
(b)	Not applicable.
(d)(1)	Indenture dated as of October 13, 2021 between Greenidge Generation Holdings Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 13, 2021).
(d)(2)	First Supplemental Indenture dated as of October 13, 2021 between Greenidge Generation Holdings Inc. and Wilmington Savings Fund Society, FSB, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021).
(d)(3)	Form of 8.50% Senior Note due 2026 (included as Exhibit A to Exhibit (d)(1) above).
(g)	Not applicable.
(h)	Not applicable.
107	Filing Fee Table (incorporated herein by reference from the Original Schedule TO, filed on June 17, 2025).

___________________

*       Filed herewith.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 	GREENIDGE GENERATION HOLDINGS, INC.
 	 
 	By:	/s/ Jordan Kovler
 	 	Name:	Jordan Kovler
 	 	Title:	Chief Executive Officer

 

Date: July 3, 2025

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FAQ

What is the new cash payment limit in Greenidge's (GREE) tender offer?

The limit has been raised to $3,204,477 from the original $3,000,000.

When did the Early Tender Date for Greenidge's note offer expire?

The Early Tender Date expired at 5:01 p.m. New York City time on July 2, 2025.

Which securities are covered by Greenidge's tender/exchange offer?

The offer targets the company's 8.50% Senior Subordinated Notes due 2026.

Under which SEC rule is the Greenidge tender classified?

It is an issuer tender offer subject to Rule 13e-4.

When was Amendment No. 3 to Schedule TO filed by Greenidge?

The amendment was filed on July 3, 2025.