← MARA Holdings · FinancingEdit
0% Convertible senior notes due 2030
Nov 20, 2024 · ClosedTerms of issuance
Instrument
Convertible notes
Principal
$1.00B
Net proceeds
$979.2M
Coupon
Zero coupon
Issue date
Nov 20, 2024
Maturity
Mar 1, 2030 (5.3 years)
Seniority
Conversion ratio
38.5951 shares / $1,000 principal
Settlement
Conversion terms
Reference stock price
Conversion premium
n/acalculated from conversion price & reference stock price
Conversion price
$25.91
Underlying shares
38,595,137calculated: principal ÷ conversion price, unless directly stated
Dilution %
12.0%calculated: underlying shares ÷ basic shares outstanding as of issue date
Conversion window opens
Early conversion trigger
Early conversion threshold
n/acalculated: conversion price × trigger %
Redemption terms
Issuer call date
Issuer call condition
Holder put terms
Holder put December 1, 2027
Make-whole
Economic analysis
Effective annual cost
0.00%coupon + capped-call cost amortized straight-line over the note's life
Interest savings vs. plain debt
n/anot shown — would require an assumed comparable straight-debt rate, which we do not fabricate
Implied option value / volatility
n/anot shown — would require an assumed volatility input, which we do not fabricate
Breakeven
n/anot shown — would require assumed reinvestment/discount-rate assumptions, which we do not fabricate
Maturity scenarios
Below $25.91Notes redeemed for cash at maturity (or company's election); no dilution.
Above $25.91In the money — full dilution from conversion, no hedge in place.
Context
Shares outstanding (as of issue date)
321,831,487
Stock price / market cap (as of issue date)
n/ano price on or before the issue date
Use of proceeds
Other financing outstanding (excl. this instrument)
2020 ATM (H.C. Wainwright) ($200.0M), Registered direct offering (12,500,000 shares at $20.00/share) ($250.0M), Silvergate revolving credit facility (2021) ($100.0M), 2022 ATM (H.C. Wainwright) ($750.0M), Silvergate revolving credit facility (2022) ($100.0M), Silvergate Term Credit Agreement ($50M initial + $50M delayed draw by 4/25/23) ($100.0M), Debt-for-equity exchange of 1.00% 2026 Notes for 31.7 million shares ($417.0M), 2023 ATM (H.C. Wainwright) ($750.0M), 2024 ATM (H.C. Wainwright) ($1.50B), 2.125% Convertible senior notes due 2031 ($300.0M), 0% Convertible senior notes due 2031 (June 2031 Notes) ($925.0M), 2025 ATM (Barclays, BMO, BTIG, Cantor Fitzgerald, Guggenheim, H.C. Wainwright, Mizuho) ($2.00B), 0% Convertible senior notes due 2032 (August 2032 Notes) ($1.02B), Capped call transactions (2032 Notes) ($39.8M), Repurchase of 2030 Notes ($367.5M) and June 2031 Notes ($633.4M) principal, funded by selling 15,133 BTC ($1.00B), Coinbase Credit, Inc. facility ($300M new + $150M refinanced) ($450.0M), Two Prime Lending Limited term loan ($300.0M)
— of which existing debt
$10.17B
Existing cash
n/anot tracked in the system yet
Anti-dilution adjustment terms
Related acquisition
none
Related deal
none
Related site
none
Sources
ClosedMARA closes $1.0 billion 0% convertible senior notes due 2030
Nov 20, 2024