Marathon Digital upsizes debt offering to $1 billion for Bitcoin expansion

Marathon Digital, a Nasdaq-listed Bitcoin mining company, has revealed plans to increase its debt offering, which will mature in 2030, to $1 billion, according to a Nov. 18 statement.
Marathon explained that the zero-interest senior notes would be sold privately to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The firm initially aimed to raise $700 million but increased the offering to $980 million in response to investor demand.
The firm stated:
“The notes will be convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s common stock, at MARA’s election[…]
MARA estimates that the net proceeds from the sale of the notes will be approximately $833 million (or approximately $980 million if the initial purchasers exercise in full their option to purchase additional notes)”
The unsecured senior notes come with no regular interest and will mature on March 1, 2030, unless redeemed, converted, or repurchased earlier. A portion of the funds will go toward acquiring more Bitcoin for the company’s treasury. Additionally, Marathon plans to repurchase $212 million in convertible notes due in 2026.
Pricing details
Marathon stated that the conversion rate for these new notes is set at 38.5902 shares of MARA stock per $1,000 principal, equating to an initial conversion price of about $25.91 per share. This marks a 42.5% premium over MARA’s volume-weighted average stock price of $18.18.
Marathon’s Chief Financial Officer Salman Khan noted that this represents the highest premium for a zero-coupon offering since 2021.
Meanwhile, market observers suggested that the move reflects Marathon’s flexibility to mine or purchase Bitcoin directly, depending on cost efficiency.
Marathon expects to net approximately $833 million from the offering, potentially increasing to $980 million if buyers fully exercise their options for additional notes. Beyond repurchasing the 2026 convertible notes, the remaining proceeds will fund Bitcoin acquisitions, corporate expansion, strategic investments, and debt repayment.
According to Bitcoin Treasuries data, Marathon currently holds 27,562 BTC, valued at roughly $2.5 billion. This makes it the second-largest Bitcoin-holding public company behind only Michael Saylor‘s MicroStrategy, which holds more than 331,000 BTC, worth over $30 billion.
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