MARA Holdings Plans $850M Convertible Note Offering to Fuel Bitcoin Buys, Repay Debt

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Bitcoin miner MARA Holdings (MARA) said it plans to raise $850 million through a private sale of 0% convertible senior notes due in 2032.

The deal, aimed exclusively at qualified institutional buyers, includes an option for initial buyers to purchase an additional $150 million of the notes, potentially bringing the total raise to $1 billion, according to a filing with the U.S. Securities and Exchange Commission (SEC) on Wednesday.

The notes won’t pay regular interest and are convertible into cash, shares of MARA stock, or a mix of both, depending on buyer's choice. They are are set to mature in August 2032, but investors will have an option to require Marathon to repurchase the notes in 2030 if certain stock price conditions are not met.

MARA will also have the right to redeem the notes starting in 2030, subject to certain thresholds. The miner plans to use a portion of the proceeds - up to $50 million - to repurchase some of its existing 1% convertible notes due in 2026, helping reduce its short-term liabilities.

The rest of the funds will be used to buy more bitcoin, support general operations, expand infrastructure, and fund strategic acquisitions, the company said. A portion of the money will also go toward "capped call transactions" - a type of financial hedge designed to protect against stock dilution if the notes are converted into equity.

These moves help maintain shareholder value while giving investors upside exposure to the stock.

MARA holds 50,000 BTC ($5.9 billion) on its balance sheet, according to data tracked by Bitcoin Treasuries. This makes it the second largest public-listed holder of bitcoin, behind only the granddaddy of corporate BTC accumulators Strategy (MSTR), and far ahead of any of its peers in the mining sector.

MARA shares were trading lower by over 4% at $19.05 in pre-market trading on Wednesday.

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