MARA Holdings, Inc. Announces Proposed Private Offering of $850 Million of Zero Coupon Convertible Senior Notes

Core Viewpoint - MARA Holdings, Inc. plans to offer $850 million of 0.00% convertible senior notes due 2032, with an option for an additional $150 million, subject to market conditions [1][2] Group 1: Offering Details - The notes will be unsecured and are not expected to bear regular interest, with special interest payable semi-annually starting February 1, 2026 [2] - The notes will mature on August 1, 2032, and can be redeemed by MARA starting January 15, 2030, under certain conditions [2] - Holders can require MARA to repurchase their notes on January 4, 2030, if the stock price is below the conversion price [2] Group 2: Use of Proceeds - MARA intends to use up to $50 million of the net proceeds to repurchase existing 1.00% convertible senior notes due 2026, with the remainder for capped call transactions, acquiring bitcoin, and general corporate purposes [3] Group 3: Market Impact - The repurchase of the 1.00% 2026 convertible notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting MARA's stock price [4] - Capped call transactions are expected to reduce dilution upon conversion of the notes and offset cash payments exceeding the principal amount [5] Group 4: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and the offering has not been registered under the Securities Act [7]