MARA Holdings completes $1 billion debt offering to acquire more Bitcoin

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MARA Holdings said Thursday it had completed a $1 billion offering of zero-interest convertible senior notes. The majority of the net proceeds will be used to fund its future Bitcoin purchases.

$1 Billion. 0% interest.

MARA has completed the largest convertible notes offering ever amongst BTC miners.

The mission, as always: Provide value. Acquire #bitcoin. pic.twitter.com/BIFckTaial

— MARA (@MARAHoldings) November 21, 2024

The offering included an initial principal amount of $850 million, with an additional $150 million exercised under an option granted to initial purchasers. Following strong investor demand, MARA decided to increase the total offering from its original target of $700 million to $1 billion.

MARA said it had raised approximately $980 million in net proceeds after deducting initial purchaser discounts and commissions. The company plans to use about $199 million to repurchase $212 million of its existing convertible notes due 2026. The remaining capital will be allocated for Bitcoin acquisition and general corporate purposes.

The notes, which mature on March 1, 2030, are convertible into cash, MARA common stock, or a combination of both at the company’s discretion. The initial conversion rate is 38.5902 shares per $1,000 principal amount, equivalent to a conversion price of $25.9133 per share. This represents a 42.5% premium over MARA’s volume-weighted average price of $18.1848 on November 18, 2024.

As noted in the press release, holders can require MARA to repurchase their notes on December 1, 2027, or upon certain fundamental changes at 100% of the principal amount. Starting March 5, 2028, MARA may redeem the notes if its stock price reaches 130% of the conversion price for a specified period.

MARA has committed fully to a “HODL” Bitcoin treasury policy, retaining all mined BTC and making regular purchases. As one of the largest publicly traded holders of Bitcoin, MARA currently holds approximately 27,562 BTC, valued at around $2.6 billion.

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