Shares of MARA Holdings, Inc. (NASDAQ:MARA) dropped 4.5% following the company’s announcement of an $850 million private offering of zero-coupon convertible senior notes due in 2032.
The digital infrastructure and energy firm plans to sell the notes to qualified institutional buyers under Rule 144A of the Securities Act. The offering also includes an option for initial purchasers to buy up to an additional $150 million in notes within 13 days of issuance.
The notes will be unsecured senior obligations and will not bear regular interest. The principal amount will not accrete, and the notes will mature on August 1, 2032, unless earlier redeemed, repurchased, or converted.
MARA said it will use up to $50 million of the proceeds to repurchase a portion of its outstanding 1.00% convertible senior notes due 2026. The remainder of the funds will support capped call transactions, bitcoin purchases, and other general corporate purposes.
As part of the offering, MARA intends to enter into privately negotiated capped call transactions designed to reduce potential dilution to its common stock upon conversion of the notes. These transactions may involve counterparties buying MARA shares or entering into related derivative arrangements, potentially affecting the company’s stock price.
The new notes will be convertible into cash, common shares, or a combination thereof, at MARA’s discretion. The conversion rate and other terms will be finalized at the time of pricing, using the U.S. composite volume-weighted average price of MARA’s stock between 2:00 p.m. and 4:00 p.m. EDT on the pricing date as the reference point for setting the initial conversion price.
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