MARA Holdings announced plans to raise $850 million through a private offering of convertible senior notes due in 2032, targeting qualified institutional investors under Rule 144A. These interest-free notes come with an option for buyers to purchase an additional $150 million depending on market conditions.
Proceeds from the offering will be partly used to repurchase MARA’s existing 1.00% convertible notes maturing in 2026, with up to $50 million allocated for the buyback. The remainder will fund additional Bitcoin purchases, hedging agreements, and general corporate expenses like working capital and debt repayment.
The notes offer flexible conversion options, allowing MARA to convert them into cash, shares, or a combination, at specific windows before maturity. MARA may also redeem the notes for cash starting January 2030 if conditions are met. Investors can request repayment if the stock price falls below the conversion price on January 4, 2030.
To minimize dilution, MARA will enter capped call transactions linked to the offering. The company expects some trading activity around the deal that could influence its stock price. This move underscores MARA’s ongoing strategy to expand its Bitcoin reserves while managing its debt profile, maintaining its position as a major corporate Bitcoin holder.
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