Marathon Digital Holdings announced today the successful closure of its $1 billion offering of 0% convertible senior notes due 2030. The funds were raised through a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933.
According to the press release, the offering included an additional $150 million in notes, exercised in full by initial purchasers on November 19, 2024.
The net proceeds from the sale totaled approximately $980 million, after deducting discounts and commissions, but before other offering expenses. Marathon Digital plans to use $199 million of the proceeds to repurchase $212 million in aggregate principal amount of its 2026 convertible notes.
The remainder will go toward acquiring additional Bitcoin and supporting general corporate purposes, which could include strategic acquisitions, debt repayment, or expansion of assets.
The notes, which are unsecured and senior obligations, will not bear regular interest or accrete principal value over time. They are convertible into cash, shares of MARA’s common stock, or a combination of both, at the company’s discretion. The initial conversion price is set at $25.9133 per share, representing a 42.5% premium over the weighted average price of Marathon’s stock as of November 18, 2024.
The notes are redeemable for cash by Marathon under certain conditions starting March 5, 2028, and they will mature on March 1, 2030, unless repurchased, redeemed, or converted earlier.
According to the press release, “The offering of the notes was made only by means of a private offering memorandum.” The notes are not registered under the Securities Act or other jurisdictional securities laws, and cannot be sold or offered publicly without applicable exemptions.
Currently, Marathon already holds approximately 27,000 BTC, making it the second-largest Bitcoin holder among public companies. The funds from this offering will further enhance its position, as the company aims to capitalize on the ongoing institutional adoption of Bitcoin.
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