Marathon Digital Launches $250 Million Senior Notes to Buy More BTC

• $250M convertible notes offering targets institutional buyers with flexible conversion options.  
• Notes mature in 2031; early redemption available starting September 2028 under specific terms.
• Proceeds to acquire Bitcoin and fund corporate purposes, including strategic acquisitions.

Marathon Digital Holdings, Inc. (NASDAQ: MARA), a prominent player in the digital asset sector, revealed its plan to initiate a private offering of $250 million in aggregate principal amount of convertible senior notes due 2031.

This offering is intended for qualified institutional buyers as outlined by Rule 144A under the Securities Act of 1933. Additionally, up to $37.5 million in notes may be issued within 13 days of the initial issuance date, depending on market conditions and other factors.

The senior, unsecured notes will carry an interest payable semi-annually on March 1 and September 1, commencing on March 1, 2025. Set to mature on September 1, 2031, the notes include provisions for early redemption or conversion under specific conditions. MARA retains the option, starting September 6, 2028, to redeem all or a portion of the notes for cash. 

However, should they opt to redeem only part of the notes, at least $75 million of the aggregate principal amount must remain outstanding and not subject to redemption as of the notice date.

Investors holding the notes will have the right to demand a repurchase for cash on March 1, 2029. The conversion of these notes can occur into cash, shares of MARA’s common stock, or a mix of both, as per MARA’s discretion. 

However, the notes can only be converted upon the occurrence of specific events or during certain periods before March 1, 2031, and after that until the second trading day prior to maturity.

The net proceeds from this offering are earmarked for acquiring additional Bitcoin and general corporate purposes. These purposes include working capital, strategic acquisitions, expansion of current assets, and debt repayment.

This offering will be made exclusively to institutional buyers, with no registration under the Securities Act or other jurisdictional securities laws. As such, the notes and any potential shares issued upon conversion will not be available for sale or offer in the U.S. without proper registration or an applicable exemption.