Mara Holdings, Inc. has announced a proposed private offering of $700 million of convertible senior notes due 2030. The notes will be unsecured, senior obligations of Mara and will bear interest payable semi-annually. The company expects to use up to $200 million of the net proceeds to repurchase a portion of its existing convertible notes due 2026, with the remainder to be used to acquire additional Bitcoin and for general corporate purposes.
The proposed private offering of $700 million of convertible senior notes due 2030 represents a substantial financial move for the company. The offering is subject to market and other conditions, and there can be no assurance as to whether, when, or on what terms the offering may be completed.
Mara Holdings, Inc. expects to grant the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $105 million aggregate principal amount of the notes. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
The company also plans to use the net proceeds from the sale of the notes to repurchase a portion of its existing convertible notes due 2026 in privately negotiated transactions, with the remainder to be used for general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment of additional debt and other outstanding obligations.
In connection with any repurchase of the existing 2026 convertible notes, Mara Holdings, Inc. 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 offering 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 laws of any 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.
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. Today the company's shares have moved 10.5% to a price of $20.0. For more information, read the company's full 8-K submission here.
