Marathon Digital to Raise $500M in Convertible Notes to Purchase Bitcoin and Bitcoin Miners

Today Marathon Digital Holdings, one of the largest publicly-traded Bitcoin miners in North America, announced a proposed convertible senior notes offering. The firm plans to offer $500,000,000 aggregate principal of convertible senior notes due in 2026.

Marathon intends to use the net proceeds from the offering to acquire more Bitcoin and Bitcoin mining equipment, taking a play out of Michael Saylor’s MicroStrategy playbook. The pricing, interest, and conversion rates on the Marathon notes have yet to be determined. 

The private offering will be available to qualified institutional buyers under the Securities Act of 1933. Marathon intends to give the initial purchases an option for settlement within a period of 13 days from and including the date of issuance, to purchase up to an additional $75,000,000 principal amount of notes.

The notes will be unsecured obligations of Marathon and will mature on 1 December 2026 if they are not repurchased, redeemed, or converted. They will accrue interest payable semi-annually in arrears. Noteholders will have the right to convert their notes during specified periods under certain conditions. Marathon will settle conversions in cash, shares of its common stock, or a combination of both.

On Nov. 10, Marathon beat its third-quarter earnings estimates while increasing its mined Bitcoin 91% over the previous quarter.

This announcement comes just days after London-based Bitcoin miner Argo Blockchain announced that it has filed to raise up to $57.5 million in senior notes that would be due in November 2026. Argo also stated it might use some of those proceeds for purchasing mining equipment.