Marathon Digital Holdings, Inc. Announces Proposed Private Offering of $250 Million of Convertible Senior Notes
2024年8月12日 - 8:00PM
Marathon Digital Holdings, Inc. (NASDAQ: MARA) (“MARA” or the
“Company”), a global leader in leveraging digital asset compute to
support the energy transformation, today announced that it intends
to offer, subject to market conditions and other factors, $250
million aggregate principal amount of convertible senior notes due
2031 (the “notes”) in a private offering to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”). MARA also expects to grant to the initial purchasers of the
notes an option to purchase, within a 13-day period beginning on,
and including, the date on which the notes are first issued, up to
an additional $37.5 million aggregate principal amount of the
notes. The offering is subject to market and other conditions, and
there can be no assurance as to whether, when or on what terms the
offering may be completed.
The notes will be unsecured, senior obligations
of MARA and will bear interest payable semi-annually in arrears on
March 1 and September 1 of each year, beginning on March 1, 2025.
The notes will mature on September 1, 2031, unless earlier
repurchased, redeemed or converted in accordance with their terms.
Subject to certain conditions, on or after September 6, 2028, MARA
may redeem for cash all or any portion of the notes. If MARA
redeems fewer than all the outstanding notes, at least $75 million
aggregate principal amount of notes must be outstanding and not
subject to redemption as of the relevant redemption notice date.
Holders of the notes will have the right to require MARA to
repurchase for cash all or any portion of their notes on March 1,
2029. The notes will be convertible into cash, shares of MARA’s
common stock, or a combination of cash and shares of MARA’s common
stock, at MARA’s election. Prior to March 1, 2031, the notes will
be convertible only upon the occurrence of certain events and
during certain periods, and thereafter, at any time until the close
of business on the second scheduled trading day immediately
preceding the maturity date. The interest rate, initial conversion
rate, and other terms of the notes will be determined at the time
of pricing of the offering.
MARA intends to use the net proceeds from the
sale of the notes to acquire additional bitcoin and for general
corporate purposes, which may include working capital, strategic
acquisitions, expansion of existing assets, and repayment of debt
and other outstanding obligations.
The notes will be offered and sold to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act. The offer and sale of the
notes and the shares of MARA’s common stock issuable upon
conversion of the notes, if any, have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction, and the notes and any such shares may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements. Any offer
of the notes will be made only by means of a private offering
memorandum.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, the notes, nor shall
there be any sale of the notes in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful under the
securities laws of any such state or jurisdiction.
About MARA
MARA (NASDAQ:MARA) is a global leader in digital
asset compute that develops and deploys innovative technologies to
build a more sustainable and inclusive future. MARA secures the
world’s preeminent blockchain ledger and supports the energy
transformation by converting clean, stranded, or otherwise
underutilized energy into economic value.
Forward-Looking Statements
Statements in this press release about future
expectations, plans, and prospects, as well as any other statements
regarding matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements relating to the completion, size
and timing of the offering, the anticipated use of any proceeds
from the offering, and the terms of the notes. The words
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are
intended to identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including uncertainties related to market conditions and
the completion of the offering on the anticipated terms or at all,
the other factors discussed in the “Risk Factors” section of MARA’s
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission (the “SEC”) on February 28, 2024, as amended on
May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report
on Form 10-Q filed with the SEC on August 1, 2024 and the risks
described in other filings that MARA may make from time to time
with the SEC. Any forward-looking statements contained in this
press release speak only as of the date hereof, and MARA
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events,
or otherwise, except to the extent required by applicable law.
MARA Company Contact: Telephone: 800-804-1690 Email:
ir@mara.com
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