MARA Holdings, Inc. (NASDAQ: MARA) announced that it closed an upsized private offering of 0.00% convertible senior notes due 2032, raising $950 million from qualified institutional buyers in the United States under Rule 144A of the Securities Act.
The company also granted initial purchasers an option to buy up to an additional $200 million in notes over a 13‑day period. Proceeds will back Bitcoin acquisitions and support general corporate purposes, including possible debt repayment and strategic growth.
As of 7th July, the cryptocurrency mining firm holds 50,000 Bitcoin valued at over $5.9 billion. The fund rise would be used for additional Bitcoin purchases to increase its $BTC treasury holdings.
Details of the Convertible Notes Offering
The unsecured senior notes carry no regular interest or accretion of principal. MARA may pay special interest if it fails to meet reporting obligations or under other specific conditions.
Special interest, if any, will be paid semi‑annually on February 1 and August 1, starting February 1, 2026. The notes mature on August 1, 2032, unless repurchased, redeemed, or converted earlier.
From January 15, 2030, the company may redeem notes at 100% of principal plus accrued special interest if its stock price stays at or above 130% of the conversion price for a set period.
Holders also have the right to require MARA to repurchase their notes on January 4, 2030, if the company’s stock trades below the conversion price or if a fundamental change event occurs.
In such cases, MARA will pay 100% of principal plus accrued special interest. The notes convert into cash, shares of common stock, or both, at MARA’s election.
Before May 1, 2032, conversions may occur only upon specific events and during set periods. After that date, holders can convert at any time until two trading days before maturity.
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Use of Proceeds and Hedging Transactions
Net proceeds of about $940.5 million, after discounts and commissions, funded a repurchase of $19.4 million in principal amount of its 1.00% convertible notes due 2026 and paid $36.9 million for capped call transactions.
The capped calls, struck at an initial cap price of $24.14 per share, aim to limit dilution upon conversion and offset any cash payments above principal.
MARA expects to use the remainder of proceeds to acquire additional Bitcoin and for general corporate needs such as working capital, strategic acquisitions, asset expansion, and repaying other obligations.
The company warned that hedged holders of the 2026 notes may buy or sell its common stock or derivatives to unwind positions, which could move the share price and affect the effective conversion price of the new notes.
Conversion Rate, Governance Protections and MARA stock price
The initial conversion rate is 49.3619 shares of common stock per $1,000 principal amount, equal to a conversion price of about $20.2585 per share. This rate adjusts for events like stock splits or dividends.
If a corporate event triggers conversions or redemptions, MARA may increase the conversion rate for consenting holders. This feature offers holders protection against value dilution.
MARA’s common stock will continue trading on Nasdaq under the ticker MARA, with the new treasury strategy effective immediately following closing, expected on or about July 31, 2025.
MARA Holdings’ stock stood at $17.07, down by 1.07%, a decline of $0.18 on the day. The market cap is at $6.03 billion.
By securing $950 million in 0.00% convertible notes, MARA strengthens its ability to grow as a digital energy and infrastructure leader with a significant Bitcoin reserve.
Also Read: MARA Holdings to Sell Up to $2B in Stock for Bitcoin Expansion