MARA (NASDAQ: MARA) plans $1.5B Long Ridge Energy acquisition to boost capacity
Rhea-AI Filing Summary
MARA Holdings agreed to acquire 100% of Long Ridge Energy & Power for about $1.5 billion, including assumed debt, making Long Ridge an indirect wholly owned subsidiary. The deal adds a highly efficient 505 MW combined-cycle gas plant in Ohio and over 1,600 acres for an integrated digital infrastructure campus with more than 1 GW of potential capacity.
MARA expects the acquisition to increase its owned and operated capacity by 65% and add roughly $144 million of annualized Adjusted EBITDA at all-in operating costs below $15/MWh. A 364-day senior secured bridge term loan commitment of up to $785 million from Barclays will help finance the transaction, which carries a $75 million reverse termination fee and standard regulatory and contractual closing conditions.
Positive
- The Long Ridge acquisition is sized at approximately $1.5 billion and is expected to add about $144 million of annualized Adjusted EBITDA with all-in operating costs below $15/MWh, suggesting a potentially meaningful boost to earnings power if integration and development proceed as planned.
- MARA expects the transaction to increase owned and operated capacity by 65% and expand its operational and development footprint to roughly 2.2 gigawatts, significantly scaling its presence in high-demand power and digital infrastructure markets.
Negative
- The deal depends on substantial debt financing, including a $785 million 364‑day senior secured bridge term loan, which introduces refinancing and leverage risk if long-term capital is not secured on favorable terms.
- Closing is subject to numerous regulatory, contractual and financing conditions, with potential termination after late 2026 or mid‑2027 and a $75 million reverse termination fee, highlighting execution and timing risks around completion of the acquisition.
Insights
MARA is using a $1.5B deal to add scale, EBITDA and a strategic AI-ready power campus.
MARA is buying Long Ridge Energy for about $1.5 billion, adding a 505 MW combined-cycle gas plant, over 1,600 acres and rail assets in Ohio. Management highlights more than 1 GW of potential capacity and flexibility across HPC leases, AI workloads, Bitcoin mining and wholesale power.
The press release cites roughly $144 million of annualized Adjusted EBITDA at all-in operating costs under $15/MWh, which, if realized, would be materially margin-accretive to many digital infrastructure models. The company also reports a 65% increase in owned and operated capacity and a development pipeline rising to about 2.2 GW across several markets.
Financing relies partly on a 364-day senior secured bridge term loan facility of up to $785,000,000 from Barclays, plus additional debt financing contemplated in the purchase agreement. Execution will depend on securing required consents, completing railroad-related agreements and closing no later than the long-stop dates in 2026 or 2027, while managing integration and regulatory risks described in the forward-looking statements.
The acquisition is sizable and potentially accretive, but adds financing, regulatory and execution complexities.
The equity purchase agreement includes customary representations, warranties and covenants, with closing conditioned on accuracy of those statements, covenants performance and obtaining amendments or waivers under certain existing agreements. Either side can terminate after November 30, 2026 (or June 30, 2027 for certain regulatory delays), and the buyer owes a $75.0 million termination fee in specified scenarios.
On financing, a $785,000,000, 364‑day senior secured bridge term loan from Barclays provides near-term liquidity but also introduces refinancing risk once the bridge matures. The sellers agree to cooperate on additional debt financing, change-of-control consents and potential offers to purchase or consent solicitations for Long Ridge Energy LLC's 8.750% Senior Secured Notes due 2032.
Non-GAAP figures show Long Ridge Energy’s Adjusted EBITDA at $35,742,000 and $36,187,000 for the quarters ended September 30, 2025 and December 31, 2025, respectively, and $143,858,000 on a 2025 2H annualized basis. These measures exclude several items such as equity-based compensation, acquisition expenses, interest and taxes, which investors must consider when comparing to MARA’s GAAP metrics.