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MARA Holdings Inc., formerly Marathon Digital, has announced a $850 million private offering of zero-coupon convertible senior notes due in 2032. The proceeds will be allocated to repurchase up to $50 million of its 1% notes maturing in 2026 and to accumulate additional
. The offering includes an option for initial purchasers to acquire an additional $150 million in notes, potentially raising the total to $1 billion[1]. The unsecured notes, which do not pay regular interest, can be converted into cash, shares of common stock, or a combination of both[2]. MARA may redeem the notes after January 15, 2030, but investors retain the right to require repurchase if specific stock price conditions are unmet by January 4, 2030[3].This move aligns with MARA’s strategy to bolster its Bitcoin holdings, currently valued at approximately $5.89 billion with 50,000 BTC on its balance sheet, making it the second-largest publicly traded Bitcoin holder[4]. The company adheres to a “full HODL strategy,” committing to retaining all newly mined Bitcoin without selling, a practice that differentiates it from peers who often liquidate assets to cover operational costs[5]. By leveraging convertible debt, MARA avoids immediate interest obligations, reducing liquidity risks while optimizing capital deployment. The repurchase of its 1% notes, which offer minimal returns, further reflects a shift toward debt structure refinement[6].
The offering’s timing, months before the anticipated Bitcoin halving in late 2025, underscores MARA’s anticipation of potential price volatility. Historically, halving events have heightened institutional interest in Bitcoin due to supply constraints, positioning MARA to capitalize on potential price surges while mitigating short-term market fluctuations[7]. However, critics highlight risks tied to Bitcoin’s price performance. If prices stagnate or decline, the costs of repurchasing existing debt and acquiring additional BTC could strain financial resources. Conversely, a sustained bull market would amplify the benefits of debt-funded purchases, aligning with MARA’s long-term growth goals[8].
The transaction also reflects broader trends in institutional Bitcoin adoption. Convertible debt structures are increasingly favored by crypto firms for accessing capital without equity dilution, a critical consideration amid regulatory and technological uncertainties[9]. MARA’s aggressive debt management and large-scale repurchase of older notes, uncommon in the mining sector, signal a strategic focus on reshaping liability structures to enhance financial flexibility[10].
Sources: [1] [MARA Holdings Plans $850M Convertible Note Offering](https://cryptonews.net/news/finance/31305055/) [2] [MARA Holdings to Raise $850M via Convertible Notes for Bitcoin Buys and Debt Strategy](https://blockonomi.com/mara-holdings-to-raise-850m-via-convertible-notes-for-bitcoin-buys-and-debt-strategy/) [3] [Why Is Marathon Raising $1B Without Paying Interest? The Real Bet Behind Its Bold Bitcoin Move](https://www.benzinga.com/crypto/cryptocurrency/25/07/46574013/why-is-marathon-raising-1b-without-paying-interest-the-real-bet-behind-its-bold-bitcoin-move) [4] [MARA Drops Following $850 Fundraise Announcement](https://sherwood.news/crypto/mara-drops-following-usd850-fundraise-announcement/) [5] [MARA Holdings Inc. Announces Proposed Private Offering of $850 Million](https://www.stocktitan.net/news/MARA/mara-holdings-inc-announces-proposed-private-offering-of-850-million-jgkyvnx738za.html) [6] [World’s Largest Publicly Listed Bitcoin Miner MARA Raises $850M via Convertible Notes](https://www.eblockmedia.com/news/articleView.html?idxno=24471) [7] [MARA Holdings Makes Big Moves in Bitcoin Acquisition](https://www.onesafe.io/blog/mara-holdings-bitcoin-acquisitions-convertible-senior-notes) [8] [MARA Plans $850 Million Capital Raise to Buy More Bitcoin](https://thecryptobasic.com/2025/07/23/mara-holdings-plans-850-million-capital-raise-to-buy-more-bitcoin/)
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