Marathon Digital Holdings, Inc. (NASDAQ: MARA), the largest publicly traded Bitcoin miner with a market capitalization exceeding $5 billion, has unveiled plans to raise $250 million through the issuance of convertible senior notes. This strategic move aims to enhance the company’s Bitcoin reserves.
Fred Thiel, Chairman and CEO of Marathon Digital, is mirroring strategies similar to those of Michael Saylor by initiating this fundraising effort. Thiel tweeted, “Preparing to acquire more BTC @saylor,” signaling his intention to use the funds primarily for purchasing Bitcoin. Robert Samuels, Vice President of Investor Relations, confirmed the plan via X, stating, “Marathon Digital Holdings, Inc. Announces Proposed Private Offering of $250 Million of Convertible Senior Notes. Proceeds to be used primarily to acquire Bitcoin and for general corporate purposes.”
Details of the $250 Million Offering
The offering will consist of $250 million in convertible senior notes due in 2031, available through a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933. Marathon may also grant an option for initial purchasers to acquire an additional $37.5 million in notes over a 13-day period following the issuance.
These unsecured senior notes will accrue interest payable semi-annually on March 1 and September 1 each year, with the first payment due in March 2025. The notes will mature on September 1, 2031, unless repurchased, redeemed, or converted earlier. From September 6, 2028, Marathon has the option to redeem the notes for cash, provided that at least $75 million of the principal remains outstanding.
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Conversion and Usage of Proceeds
Before the maturity date, the notes are convertible under specific conditions, with conversion options including cash, shares of Marathon’s common stock, or a combination of both. The exact interest rate, initial conversion rate and other terms will be finalized at the offering’s pricing.
Marathon plans to use the net proceeds primarily for acquiring additional Bitcoin and for general corporate needs, which may include working capital, strategic acquisitions, asset expansion and debt repayment. The offering, contingent on market conditions and other factors, is not registered under the Securities Act or state securities laws and will be conducted in jurisdictions where it is legally permitted.
This announcement follows Marathon’s recent $100 million Bitcoin purchase in July, reflecting its strategy to maintain Bitcoin as a key reserve asset. Thiel noted on July 25, “Marathon is proud to announce our purchase of $100 million in BTC, further reinforcing our strategy to hold Bitcoin as our strategic treasury reserve asset.”
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Cre: bitcoinist
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