Anika Begay
Marathon Digital Holdings, Inc. (NASDAQ: MARA), the world’s largest publicly traded Bitcoin mining company with a market capitalization of over $5 billion, announced a strategic financing initiative to strengthen its Bitcoin holdings through the issuance of $250 million in convertible senior notes.
Therefore, Marathon Digital Chairman and CEO Fred Thiel is adopting a strategy similar to the “Michael Saylor playbook” by launching a capital raising through the issuance of convertible bonds and senior secured notes, specifically aimed at purchasing additional Bitcoin. Thiel announced via X, “Getting ready to buy more BTC @saylor.”
Robert Samuels, Vice President of Investor Relations, formally disclosed via X, “Marathon Digital Holdings, Inc. announces proposed private offering of $250 million of convertible senior notes. Proceeds will be used primarily to acquire bitcoin and for general corporate purposes.”
$250 Million Bitcoin Purchase Coming Soon
The official press release specifies that the offering targets an aggregate amount of $250 million of convertible senior notes due 2031, intended for private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, Marathon plans to extend an option for the initial purchasers to acquire up to an additional $37.5 million of notes during a 13-day period from the issuance date.
The notes are characterized as senior unsecured obligations of Marathon and will bear interest payable semi-annually in arrears on March 1 and September 1 of each year, with the first payment due in March 2025. The notes are expected to mature on September 1, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. Specifically, effective September 6, 2028, Marathon may elect to redeem the notes in cash, in whole or in part, provided that at least $75 million of aggregate principal amount remains outstanding and is not subject to redemption following the redemption notice.
Prior to the March 1, 2031 maturity date, the notes are convertible under certain conditions and during specified periods, thereafter convertible at will until the business day prior to the maturity date. Conversion may involve cash, Marathon common stock, or a combination thereof, at Marathon’s option. The specific interest rate, initial conversion rate and additional detailed terms of the notes will be determined when the offering is priced.
Marathon expects to use the net proceeds from this offering primarily to acquire additional Bitcoin and for general corporate purposes. These may include working capital needs, strategic acquisitions, expansion of existing assets, and repayment of existing debt and other outstanding financial obligations.
The offering, which is contingent upon market and other considerations, is not being registered under the Securities Act or any state securities laws and is, therefore, limited to sales in jurisdictions where it is lawful to do so under applicable securities laws. Potential investors will be contacted via a private offering memorandum, ensuring compliance with the regulatory framework.
Notably, today’s announcement follows a significant purchase by Marathon in July, where $100 million in BTC was acquired as part of their strategy to transition to holding Bitcoin as a Treasury strategic reserve asset. On July 25, Thiel wrote via X: “Today Marathon is proud to announce that in order to strengthen our strategy to hold Bitcoin as a Treasury strategic reserve asset, we have purchased $100 million in BTC over the past month and will now be fully HODLing @saylor.”
At press time, BTC was trading at $59,645.
Featured image created with DALL.E, chart from TradingView.com
