Key Takeaways
- MARA plans to raise $700 million through zero-coupon convertible notes.
- The majority of proceeds will be used to acquire Bitcoin.
- Notes mature in 2031 with redemption options starting 2029.
Fort Lauderdale-based MARA Holdings, Inc. (NASDAQ: MARA), a leader in digital asset compute, announced plans to offer $700 million in zero-coupon convertible senior notes due 2031, with an option for buyers to purchase an additional $105 million.
The primary use of proceeds will be to acquire Bitcoin, with up to $50 million allocated to repurchasing existing 2026 convertible notes. The remainder will fund Bitcoin acquisitions and general corporate purposes.
The notes will be offered privately to qualified institutional buyers under Rule 144A of the Securities Act. As senior, unsecured obligations maturing June 1, 2031, the notes will carry no regular interest, though special interest may apply in limited circumstances, payable semi-annually starting June 1, 2025.
Starting June 5, 2029, MARA may redeem the notes for cash, provided at least $75 million aggregate principal remains outstanding. Noteholders can require MARA to repurchase their notes on June 4, 2027, and June 4, 2029.
The notes will be convertible into cash, MARA common stock, or a combination at MARA’s election. Conversion rights activate upon certain events before March 1, 2031, and freely thereafter until two days before maturity. The initial conversion price will reference MARA’s stock VWAP between 2:00-4:00 PM EDT on pricing day.
MARA expects significant market activity as hedged holders of the 2026 notes unwind positions, potentially affecting both stock price and the new notes’ effective conversion price. This strategic offering aims to strengthen MARA’s Bitcoin holdings while optimizing its capital structure.
