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Investing.com -- MARA Holdings, Inc. (NASDAQ:MARA) stock tumbled 4.5% following the company’s announcement of a proposed private offering of $850 million in zero coupon convertible senior notes due 2032.
The digital energy and infrastructure company plans to offer the notes to qualified institutional buyers under Rule 144A of the Securities Act. MARA also expects to grant initial purchasers an option to buy up to an additional $150 million in notes within a 13-day period after issuance.
According to the announcement, the notes will be unsecured senior obligations that won’t bear regular interest, with the principal amount not expected to accrete. The notes will mature on August 1, 2032, unless earlier repurchased, redeemed, or converted.
MARA intends to use up to $50 million of the proceeds to repurchase a portion of its existing 1.00% convertible senior notes due 2026. The remainder will fund capped call transactions, bitcoin acquisitions, and general corporate purposes.
In connection with the offering, MARA plans to enter into privately negotiated capped call transactions to potentially reduce dilution to common stock upon conversion of the notes. These transactions may involve counterparties purchasing shares of MARA’s common stock or entering derivative transactions, which could affect the stock price.
The notes will be convertible into cash, shares of MARA’s common stock, or a combination, at MARA’s election. The conversion rate and other terms will be determined at pricing. The company expects to use the U.S. composite volume weighted average price of its common stock from 2:00 p.m. through 4:00 p.m. Eastern Daylight Time on the pricing date as the reference price for calculating the initial conversion price.
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