JWCA advises MARA Holdings on its upsized zero coupon $850 million convertible issuance (MARA Holding’s second zero-coupon issuance in 2 weeks)
December 2024 | read press release
Transaction Background
Following its upsized $1 billion zero-coupon convertible issuance in November 2024, and a well received convertible issuance in August 2024, MARA Holdings (“MARA” or the “Company”) successfully raised an additional $850 million in the convertible market at attractive terms (0.00% coupon and 40.0% conversion premium)
The Company continued to take advantage of strong underlying convertible market conditions and recent momentum in its stock to successfully execute the issuance to purchase additional bitcoin and refinance incremental 2026 convertible notional
JWCA provided extensive analysis for MARA on deal structuring and related items, such as:
Convertible structuring including customized investor put option designed to reduce coupon
Analysis of pricing mechanisms (VWAP vs. Close)
Execution strategy and timing
Syndicate structure and precedent data
Convertible documentation advice to ensure maximum value and future efficiency/flexibility for the company
JWCA provided advice, support and analysis throughout the negotiation and execution process
Results
MARA’s third convertible financing transaction in 2024 was very well received by investors:
The transaction was multiple times oversubscribed allowing the Company to upsize
MARA is the only U.S. issuer in recent history to issue two upsized zero-coupon convertible bonds in the same calendar year
MARA successfully repurchased an additional ~$51mm of its 2026 convertible
This is JWCA’s fourth advisory assignment for the Company after advising MARA on its inaugural convertible issuance in November 2021 and subsequent offerings in August and November 2024