Marathon exchanges $417M of 1% convertible notes for ~26.2M new shares

MARA Holdings, Inc.

Exchanged $417M aggregate principal of 1.00% Convertible Senior Notes due 2026 for ~26.2M newly issued common shares.
After exchange, approximately $331M of notes remain outstanding; Marathon receives no cash proceeds.
Exchange reduces annual interest expense by ~$4.17M but dilutes existing shareholders by ~15% based on pre-exchange shares.
Transaction completed via private negotiated exchange with certain note holders under Section 4(a)(2) of the Securities Act.
Shares priced using September 7, 2023 closing price; final share count subject to adjustment over several days.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MARA Holdings, Inc. entered into exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 valued at approximately $417 million aggregate principal amount (effective 2023-09-07).

Action: entry
Agreement: equity purchase
Counterparty: certain holders of its 1.00% Convertible Senior Notes due 2026
Value: approximately $417 million aggregate principal amount
Effective: 2023-09-07

Exact text from the filing

On September 7, 2023, Marathon Digital Holdings, Inc. (the “Company”) has entered into privately negotiated exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 (the “Notes”) to exchange approximately $417 million aggregate principal amount of the Notes held by such holders (the “Exchanges”) for an aggregate of approximately 26.2 million newly issued shares of Marathon common stock

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629 material agreements filed in the last 30 days. Browse all material agreements →

MARA Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-032039

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