Marathon Digital Holdings, Inc. Prices Upsized $650.0 Million Convertible Senior Notes Offering
LAS VEGAS, Nov. 15, 2021 (GLOBE NEWSWIRE) -- Marathon Digital Holdings, Inc. (Nasdaq: MARA), one of the largest enterprise Bitcoin self-mining companies in North America, today announced the
pricing of its offering of $650,000,000 aggregate principal amount of 1.00% convertible senior notes due 2026 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering size was increased from the previously announced offering size of $500,000,000 aggregate principal amount of
notes. The issuance and sale of the notes are scheduled to settle on or about November 18, 2021, subject to the satisfaction of customary closing conditions. Marathon also granted the initial
purchasers of the notes an option, for settlement within a period of 13 days from, and including, the date the notes are first issued, to purchase up to an additional $97,500,000 principal amount
The notes will be senior, unsecured obligations of Marathon and will accrue interest at a rate of 1.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2022. The notes will mature on December 1, 2026, unless earlier repurchased, redeemed or converted. Before June 1, 2026, noteholders will have the right to convert their notes only upon the occurrence of certain events and during specified periods. From and after June 1, 2026, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Marathon will settle conversions of notes by paying or delivering, as applicable, cash, shares of its common stock or a combination thereof, at Marathon’s election. The initial conversion rate is 13.1277 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $76.17 per share of common stock. The initial conversion price represents a premium of approximately 37.5% over the last reported sale price on the Nasdaq Capital Market of $55.40 per share of Marathon’s common stock on November 15, 2021. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. If a “make-whole fundamental change” (as defined in the indenture for the notes) occurs, Marathon will, in certain circumstances, increase the conversion rate for a specified time for holders who convert their notes in connection with that make-whole fundamental change.