MARA Holdings Inc. launched a consent solicitation for $600 million in notes to clear a path for its $1.5 billion acquisition of Long Ridge Energy & Power.
The Bitcoin mining company is asking holders of Long Ridge’s 8.750% senior secured notes to waive a clause that would trigger a mandatory buyback upon the acquisition’s closing, according to a company press release. The solicitation is a key step in what MARA calls a strategic transaction to build a premier digital infrastructure campus.
To secure approval, MARA is offering a cash payment of $2.50 for each $1,000 in principal to noteholders who consent by the May 15, 2026 deadline. Without the waiver, a “Change of Control” provision in the notes’ indenture would require MARA to repurchase all outstanding notes for cash at 101% of their value, adding a significant expense to the acquisition.
At stake is MARA’s planned transformation into a diversified digital infrastructure provider. The $1.5 billion purchase of Long Ridge adds a 505-megawatt gas power plant in Ohio, which is expected to generate an additional $144 million in annualized adjusted EBITDA and support the company’s expansion into the AI and high-performance computing sectors.
The acquisition increases MARA’s owned power capacity by 65% and provides the foundation for a potential 1-gigawatt digital infrastructure campus. The company has already secured a bridge loan commitment of up to $785 million from Barclays to help finance the purchase.
A successful consent solicitation would remove a major financial hurdle for the deal, which is expected to close in the second half of 2026. Failure to secure consent would complicate the acquisition, potentially increasing its total cost and introducing uncertainty about its completion. Investors are watching the May 15 deadline as the next key indicator for the deal’s progress.
This article is for informational purposes only and does not constitute investment advice.
