MARA Holdings Inc., the largest Bitcoin mining company by holdings, announced plans to issue $850 million of zero-interest convertible preferred shares through Rule 144A private placement, maturing in 2032, with part of the proceeds to be used for purchasing more BTC.
According to The Block on the 23rd (local time), MARA Holdings, the largest Bitcoin mining company by holdings, announced on Wednesday plans to issue $850 million of zero-interest convertible bonds through Rule 144A private placement, maturing in 2032. Part of the proceeds will be used to purchase more BTC.
The BTC mining company also provided initial buyers with a 13-day option to purchase an additional $150 million in bonds. The unsecured securities do not pay periodic interest and do not accrue interest. They mature on August 1, 2032, but MARA can redeem them or bondholders can sell them back to the company after January 15, 2030, if the stock is trading below the conversion price.
The bonds can be converted to cash, stock, or a mix at MARA's discretion. However, conversion is limited to specific events and periods.
Before May 1, 2032, MARA will set the price based on the volume-weighted average price of the stock between 2 PM and 4 PM Eastern Standard Time.
Additionally, up to $50 million of the proceeds will be used to redeem part of MARA's 1% bonds maturing in 2026. Hedge holders of these securities can unwind their positions by purchasing common stock or derivatives, which could move the stock price during pricing. MARA will also participate in call transactions to buffer dilution from conversion. The company stated that banks hedging these calls may trade MARA stock around pricing and during the bond's lifetime. According to The Block's data dashboard, MARA stock dropped about 5% in after-hours trading following this news.
The proposed financing now deepens a strategy extending beyond mining. Last week, MARA led a $20 million investment round in SEC-registered lender Two Prime, officially formalizing a minority stake and actively pursuing coin stack returns by increasing allocated Bitcoin from 500 to 2,000 BTC. In June, MARA said it mined 950 Bitcoin in May and increased its total holdings to 50,000 BTC, with no sales.
The target financing also came amid competition among companies using capital markets to purchase cryptocurrencies. Michael Saylor's financial company Strategy released its fourth preferred share series called Stretch, aiming to raise $5 million for additional Bitcoin this week. According to The Block's data dashboard, the company led by Michael Saylor currently holds 607,770 BTC, the largest BTC holdings among listed companies.
Ether, the second-largest cryptocurrency asset, has also attracted corporate treasury adoption as companies like SharpLink, BitMine, and The Ether Machine secure capital through stock sales to accumulate ETH.
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