Mara Holdings, Inc. has announced a proposed private offering of $700 million of zero-coupon convertible senior notes, with the proceeds primarily intended to acquire Bitcoin and repurchase existing convertible notes due 2026. The notes will be unsecured, senior obligations of Mara and are not expected to bear interest, with the principal amount not expected to accrete. They will mature on June 1, 2031, unless earlier repurchased, redeemed, or converted. Holders of the notes will have the right to require Mara to repurchase for cash all or any portion of their notes on June 4, 2027, and on June 4, 2029.
Mara expects to use up to $50 million of 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 of the net proceeds to be used to acquire additional Bitcoin and for general corporate purposes. In connection with any repurchase of the existing 2026 convertible notes, Mara expects hedged holders to 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 notes will be offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to rule 144a under the securities act. The offer and sale 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 act or the securities laws of any other jurisdiction.
Mara Holdings, Inc. (NASDAQ: MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable and inclusive future. Mara secures the world’s preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into economic value. Following these announcements, the company's shares moved -9.2%, and are now trading at a price of $24.91. For more information, read the company's full 8-K submission here.
