JWCA advises Marathon Digital Holdings on its premier $650mm convertible issuance

NOVEMBER 2021 | read press release

Transaction Background

Marathon Digital Holdings is the first enterprise-scale bitcoin mining company to raise convertible debt, with $650 million upsized by 30% at very attractive terms (1.00% coupon and 37.5% conversion premium)

Marathon took advantage of strong underlying market conditions to successfully execute its convertible bond offering

Marathon engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

JWCA provided extensive analysis for Marathon on deal structuring and related items, such as:

• Convertible structuring

• Analysis of benefits / considerations of a capped call / call spread

• Accounting and tax analysis / implications

• 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

Marathon’s convertible issuance was very well-received by investors

• Transaction was oversubscribed over 2.5 times, with over $2 billion of aggregate demand

• Marathon upsized the transaction by $150 million (from $500mm + $75mm greenshoe, +30%)

• Priced the conversion premium at 37.5%, which was the high end of the marketed conversion premium range of 32.5 – 37.5%

Watershed issuance highlighted the acceptance and appetite in the convertible debt marketplace for new technologies, including bitcoin mining