MARA Holdings to raise $850M to buy more Bitcoin and repurchase debt

Key Takeaways

• MARA Holdings will raise $850 million through zero-coupon convertible notes to fund Bitcoin acquisitions and strategic purposes.
• A portion of the proceeds will be used to repurchase existing notes and reduce dilution risks through capped call transactions.

MARA Holdings said Wednesday it plans to raise $850 million via a private sale of zero-coupon convertible senior notes. Proceeds will be used for debt buybacks, capped call transactions, Bitcoin accumulation, and corporate purposes.

Of the total proceeds, $50 million will be earmarked for repurchasing part of the company’s 1.00% convertible notes due 2026; the remainder will be applied to previously disclosed uses.

The notes will be convertible into cash, MARA common stock, or a combination of both, at the company’s discretion. Before May 1, 2032, conversions will only be permitted during specific periods and under certain conditions. The initial conversion rate and other terms will be determined during pricing.

As part of the offering, MARA plans to enter into private capped call agreements with the initial buyers or their affiliates. These agreements are meant to limit the dilution of MARA’s common stock if the notes are converted into shares by covering the same number of shares tied to the notes, adjusted for any changes, like stock splits.

Also on Tuesday, MARA reported mining 2,358 BTC in Q2, ending June with 310,000 energized miners and 49,951 Bitcoin. The company is now the second-largest corporate holder of Bitcoin, only behind Strategy, which owns 607,770 BTC worth over $72 billion.