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

Rhea-AI Filing Summary

Greenidge Generation Holdings Inc. (GREE) filed Amendment No. 1 to its Schedule TO to update disclosures for the ongoing issuer tender/exchange offer involving the company’s 8.50% Senior Subordinated Notes due 2026. The amendment, dated 20 June 2025, incorporates by reference the original Offer to Purchase/Exchange (17 June 2025) and supplements Items 1-11 of the prior filing. A new exhibit—Letter to Holders of Old Notes—is added, and the complete exhibit index is restated. The filing confirms the offer remains subject to Rule 13e-4, does not constitute a final amendment reporting results, and discloses no alterations to consideration, timing, or conditions. All other exhibits, including the form of new 10.00% Senior Note due 2030, the supplemental indenture, and related transmittal documents, are unchanged.

Insights

Securities Analyst

TL;DR: Administrative amendment; no economic terms changed, minimal immediate market impact.

The filing is a procedural update that adds a holder letter and re-lists exhibits for Greenidge’s exchange offer targeting its 8.50% 2026 notes. Because it neither modifies consideration nor extends deadlines, the amendment is largely housekeeping. Investors should note the continued reliance on Rule 13e-4, confirming this is an issuer-initiated liability-management exercise. Absent new pricing or volume data, the disclosure is neutral for valuation and liquidity assessments. Monitoring future amendments or final results will be more consequential for credit-risk analysis.

 

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. 1)

 

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

15th 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.

 

☒ 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)

 

 

 

 

This Amendment No. 1 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, by Greenidge Generation Holdings, Inc., a Delaware corporation (“the “Company”) (“Amendment No. 1”, together with the Original Schedule TO, 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 Exchange, are hereby amended and supplemented as set forth below. All capitalized terms used but not otherwise defined in this Amendment No. 1 have the meanings ascribed to such terms in the Offer to Purchase/Exchange.

 

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.
(a)(5)(A)	Press Release, dated June 17, 2025 (incorporated herein by reference from the Original Schedule TO, filed on June 17, 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.

 

 

 

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: June 20, 2025

 

FAQ

What did Greenidge Generation Holdings (GREE) file on 20 June 2025?

Amendment No. 1 to Schedule TO, updating its issuer tender/exchange offer documentation.

Which securities are subject to GREE's tender offer?

The 8.50% Senior Subordinated Notes due 2026 (CUSIP 39531G209).

Is the filing a third-party or issuer tender offer?

It is an issuer tender offer governed by Rule 13e-4.

What new exhibit was added in this amendment?

A Letter to Holders of Old Notes (Exhibit (a)(1)(H)).

Has Greenidge reported final tender-offer results?

No. The box for a final amendment reporting results is not checked.