Crypto mining firm, Mara has announced a private offering of $700 million in 0% convertible senior notes maturing in 2031.
According to the press release , the offering will be issued only to institutional buyers in a private transaction under Rule 144A of the Securities Act of 1933. The company also said it will allow the initial buyers of the note an option to buy up to an additional $105 million of notes within 13 days of the initial offering.
These notes are unsecured, senior obligations of MARA and will not bear interest, except in certain circumstances where special interest may apply. Special interest if any will be paid in two annual installments on June 1 and December 1 of every year, the first one starting on June 1, 2025, unless the notes are repurchased, redeemed, or converted earlier as per terms.
However, MARA may redeem the notes for cash on or after June 5, 2029 under specific conditions. The company said it’s only to redeem some of the notes, but at least $75 million must remain unpaid.
Meanwhile, any investor who holds a note will have the right to ask Mara to buy back all of their notes on June 4, 2027, and on June 4, 2029. The notes can be converted into cash, MARA’s common stocks, or a combination of both by the company.
But before March 1, 2032, the notes will only be convertible under certain conditions and during specific periods. After this date, the notes can then be converted at any time until the second scheduled trading day before the maturity date.
In addition, MARA plans to use up to $50 million of the proceeds from this offering to undertake some of its existing 2026 convertible notes transactions. The remaining cash will be used to buy more bitcoin and for other business purposes including operating capital, acquisitions, and debt reduction.
As part of the repurchase process, MARA expects some investors who have protected themselves against stock fluctuation to adjust by buying more MARA’s stock.
Finally, Mara notes that the offering has not been and will not be registered under the Securities Act or any other jurisdiction’s securities laws.
