JWCA advises MARA Holdings on its upsized $1 billion convertible issuance

November 2024 | read press release

Transaction Background

Following a well received convertible issuance in August 2024, MARA Holdings (“MARA” or the “Company”) successfully raised $1 billion (inclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 42.5% conversion premium)

MARA was able to take advantage of its recent strong share price performance and attractive underlying convertible market conditions to successfully execute the new issuance

The Company’s objectives included:

• Opportunistically raise capital to purchase bitcoin and retire a majority of its outstanding 2026 convertible

• Minimize stock price risk during execution

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 second convertible financing transaction in 2024 was very well received by investors:

• The transaction was multiple times oversubscribed allowing the Company to upsize

• The deal priced at the company friendly end of the marketed coupon range terms and at the time of issuance was the first zero-coupon convertible to be upsized since 2021

MARA successfully repurchased ~$212mm of its 2026 convertible

This is JWCA’s third advisory assignment for the Company after advising MARA’s on its inaugural convertible issuance in November 2021 and second in August 2024