Rongchai Wang
Jul 28, 2025 13:03
MARA Holdings, Inc. closes a $950 million offering of 0.00% convertible senior notes due 2032, aiming to fund bitcoin acquisitions and corporate initiatives.
MARA Holdings, Inc. (NASDAQ: MARA), a prominent player in the digital energy and infrastructure sector, has successfully closed its upsized offering of 0.00% convertible senior notes due 2032, totaling $950 million. The announcement, made on July 28, 2025, marks a significant financial maneuver for the company, according to MARA Holdings.
Details of the Offering
The notes, sold in a private offering to qualified institutional buyers, will not bear regular interest and have a maturity date set for August 1, 2032. The company also offered initial purchasers an option to buy an additional $200 million worth of notes. The net proceeds from this offering are estimated at $940.5 million after deducting commissions and other expenses.
Use of Proceeds
MARA has earmarked the proceeds for multiple strategic purposes, including the acquisition of additional bitcoin and general corporate uses. These may encompass working capital, strategic acquisitions, and the expansion of existing assets. Notably, approximately $18.3 million was used to repurchase $19.4 million in aggregate principal of its 1.00% convertible notes due 2026. Furthermore, $36.9 million was allocated for capped call transactions with initial purchasers to mitigate potential dilution upon conversion of the notes.
Conversion and Redemption Terms
The notes are convertible into cash, shares of MARA’s common stock, or a combination thereof, at MARA’s discretion. The initial conversion rate is set at 49.3619 shares per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $20.2585 per share, and is subject to adjustment upon certain events.
Redemption terms allow MARA to redeem the notes for cash starting January 15, 2030, under specific conditions, while holders can require repurchase under certain circumstances, including a fundamental change in the company.
Market Implications
The pricing of the notes and accompanying capped call transactions could influence MARA’s stock market activity. The capped call transactions aim to reduce dilution risks and offset cash payments required upon note conversion. The initial cap price is approximately $24.14 per share, a 40% premium over the recent average trading price.
These financial strategies are expected to support MARA’s ongoing efforts to leverage digital energy technologies and expand its infrastructure capabilities, reinforcing its position in the market.
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