Marathon Digital Holdings (NASDAQ: MARA) has announced that it intends to offer, subject to market conditions and other factors, $250 million aggregate principal amount of convertible senior notes due 2031 in a private offering “to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended.”
MARA also expects to grant to 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 $37.5 million aggregate principal amount of the notes.”
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.”
The notes will be “unsecured, senior obligations of MARA and will bear interest payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025.”
The notes will mature “on September 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms.”
Subject to certain conditions, “on or after September 6, 2028, MARA may redeem for cash all or any portion of the notes.”
If MARA redeems fewer than “all the outstanding notes, at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.”
Holders of the notes will have the “right to require MARA to repurchase for cash all or any portion of their notes on March 1, 2029.”
The notes will be “convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s common stock, at MARA’s election.”
Prior to March 1, 2031, the notes will “be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.”
The interest rate, initial conversion rate, and other terms of the notes “will be determined at the time of pricing of the offering.”
MARA intends to use the net proceeds from the sale of the notes “to acquire additional bitcoin and for general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment of debt and other outstanding obligations.”
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, 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.”
Any offer of the notes will be made “only by means of a private offering memorandum.”
As covered, MARA claims it 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.”