MARA Secures Consent for Amendments on 8.750% Notes Due 2032
MARA Holdings, Inc. (NASDAQ: MARA) has secured the necessary consents from bondholders to amend the terms of Long Ridge Energy LLC's 8.750% Senior Secured Notes due 2032, a critical step in its planned acquisition of Long Ridge Energy.
The consent solicitation expired on May 15, 2026, and MARA’s subsidiary successfully obtained approvals from holders representing more than 50% of the $600 million in outstanding notes. These amendments will prevent the $600 million notes from triggering a “Change of Control” provision upon completion of the acquisition. Without these amendments, the issuer would have been required to offer to buy back the bonds at 101% of their face value—a costly scenario that MARA sought to avoid.
The changes also designate MARA and its affiliates as “Permitted Holders,” ensuring the acquisition aligns with the indenture’s terms. The amendments will only take effect upon closing the transaction, which is expected in the second half of 2026, subject to regulatory approvals, including clearance under the Hart-Scott-Rodino Act and Federal Energy Regulatory Commission.
Why the Consent Matters
The 8.750% senior secured notes, initially issued in February 2025, are high-yield debt instruments backed by collateral, making them less risky than unsecured bonds but still reflecting the elevated borrowing costs of a leveraged issuer. The 8.750% coupon also illustrates the high-interest-rate environment at the time of issuance. These bonds are a key financing tool for Long Ridge’s infrastructure projects, and the amendments ensure MARA can integrate Long Ridge without triggering costly buybacks or disruptions to the capital structure.
For bondholders, MARA offered a consent fee of $2.50 per $1,000 in principal, payable only if the acquisition closes. If the transaction fails, the amendments will not take effect, and the notes will remain under their original terms.
Strategic Implications for MARA
This move is part of MARA’s broader strategy to expand its energy and infrastructure footprint. The acquisition will see Long Ridge Energy become an indirect subsidiary of MARA, enhancing the latter’s ability to deploy digital energy technologies and integrate high-performance computing applications, including AI and Bitcoin mining. MARA has emphasized its commitment to leveraging energy assets for advanced digital infrastructure.
Notably, the acquisition aligns with MARA’s focus on balancing energy grids and utilizing excess energy for high-performance computing. The Hannibal, Ohio campus, a key asset in the acquisition, represents significant capacity for MARA to scale its operations.
What’s Next?
The transaction is slated for completion as early as Q3 2026, pending regulatory approval and other closing conditions. Bondholders and stakeholders will closely monitor MARA's ability to finalize the deal, as failure to do so would void the amendments and trigger the original “Change of Control” provisions.
For MARA, this marks a pivotal step in securing its long-term strategic goals, while bondholders watch for updates on the transaction’s closing and the potential payment of the consent fee.