Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the
“Company”), a global leader in leveraging digital asset compute to
support the energy transformation, today announced the pricing of
its offering of $250 million aggregate principal amount of 2.125%
convertible senior notes due 2031 (the “notes”). The notes will be
sold 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 (the “Securities Act”). MARA
also granted 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 $50
million aggregate principal amount of the notes. The option to
purchase additional notes was upsized from the previously announced
option to purchase $37.5 million aggregate principal amount of
notes. The offering is expected to close on August 14, 2024,
subject to satisfaction of customary closing conditions.
The notes will be unsecured, senior obligations
of MARA and will bear interest at a rate of 2.125% per annum,
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 at a redemption price equal to 100%
of the principal amount of the notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the redemption
date, if the last reported sale price of MARA common stock has been
at least 130% of the conversion price then in effect for a
specified period of time ending on, and including, the trading day
immediately before the date MARA provides the notice of redemption.
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 notes may require MARA to repurchase
for cash all or any portion of their notes on March 1, 2029 or upon
the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes at a repurchase
price equal to 100% of the principal amount of the notes to be
repurchased, plus any accrued and unpaid interest to, but
excluding, the date of repurchase. In connection with certain
corporate events or if MARA calls any note for redemption, it will,
under certain circumstances, be required to increase the conversion
rate for holders who elect to convert their notes in connection
with such corporate event or notice of redemption.
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 conversion rate for the notes will initially
be 52.9451 shares of MARA common stock per $1,000 principal amount
of notes, which is equivalent to an initial conversion price of
approximately $18.89 per share. The conversion rate will be subject
to adjustment upon the occurrence of certain events.
MARA estimates that the net proceeds from the
sale of the notes will be approximately $243.8 million (or
approximately $292.5 million if the initial purchasers exercise in
full their option to purchase additional notes), after deducting
the initial purchasers’ discounts and commissions but before
estimated offering expenses payable by MARA.
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 are being 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. The
offering of the notes is being made only by means of a private
offering memorandum.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, the notes, nor shall
there be any sale of the notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful under the
securities laws of any such state or jurisdiction.
About MARA
MARA (NASDAQ:MARA) 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.
Forward-Looking Statements
Statements in this press release about future
expectations, plans, and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements relating to the estimated net
proceeds of the offering, the anticipated use of such net proceeds,
and the anticipated closing of the offering. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including uncertainties related to market conditions and
the completion of the offering, uncertainties related to the
satisfaction of closing conditions for the sale of the notes, the
other factors discussed in the “Risk Factors” section of MARA’s
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission (the “SEC”) on February 28, 2024, as amended on
May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report
on Form 10-Q filed with the SEC on August 1, 2024 and the risks
described in other filings that MARA may make from time to time
with the SEC. Any forward-looking statements contained in this
press release speak only as of the date hereof, and MARA
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events,
or otherwise, except to the extent required by applicable law.
MARA Company Contact:Telephone: 800-804-1690Email:
ir@mara.com
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