Mara Holdings, Inc. (NASDAQ: MARA) has successfully completed an upsized offering of $950 million 0.00% convertible senior notes due 2032. The net proceeds from the sale were approximately $940.5 million, after deducting initial purchasers’ discounts and commissions. Mara utilized a portion of the net proceeds to repurchase approximately $19.4 million in aggregate principal amount of its 1.00% convertible senior notes due 2026 and to pay the cost of capped call transactions.
The notes, which were sold in a private offering to qualified institutional buyers, are unsecured, senior obligations of Mara and will not bear regular interest. The notes will mature on August 1, 2032, and are convertible into cash, shares of Mara’s common stock, or a combination of both, at Mara’s discretion.
The initial conversion rate for the notes is 49.3619 shares of Mara’s common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $20.2585 per share. This conversion rate is subject to adjustment upon the occurrence of certain events.
In connection with the repurchase of the 1.00% 2026 convertible notes, Mara expects that holders of the notes who have hedged their equity price risk 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. This activity by the hedged holders could impact the market price of Mara’s common stock.
Mara has entered into privately negotiated capped call transactions to reduce potential dilution to the common stock upon any conversion of notes and/or offset any cash payments Mara is required to make in excess of the principal amount of converted notes. The cap price of the capped call transactions is initially approximately $24.14 per share, representing a premium of approximately 40.0% over the U.S. composite volume weighted average price of Mara’s common stock.
The press release also indicates that Mara plans to use the remainder of the net proceeds to acquire additional bitcoin and for general corporate purposes, including working capital, strategic acquisitions, expansion of existing assets, and repayment of additional debt and other outstanding obligations.
The offering of the notes was made only by means of a private offering memorandum, and the notes and any shares of Mara’s common stock issuable upon conversion of the notes may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Mara Holdings, Inc. is a leading digital energy and infrastructure company that deploys digital energy technologies to advance the world’s energy systems. The company transforms excess energy into digital capital, balances the grid, and accelerates the deployment of critical infrastructure. Mara develops technologies that reduce the energy demands of high-performance computing applications, from artificial intelligence to the edge. Following these announcements, the company's shares moved -0.17%, and are now trading at a price of $17.22. For the full picture, make sure to review MARA's 8-K report.
