JWCA advises MARA Holdings on its upsized $950 million convertible issuance

jULY 2025 | read press release

Transaction Background

Following three convertible issuances raising over $2bn in proceeds in 2024, MARA Holdings (“MARA” or the “Company”) successfully raised $950 million in the convertible market at attractive terms (0.00% coupon and 17.5% conversion premium)

The Company’s objectives included:

  • Opportunistically raise capital to retire a portion of its outstanding 2026 convertible, acquire additional bitcoin and general corporate purposes

  • Minimize stock price risk during execution

  • Protect against future equity dilution through a derivative overlay

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

  • Convertible and derivative overlay structuring including customized investor put option designed to reduce coupon

  • Analysis of pricing mechanisms (VWAP vs. Close)

  • Execution strategy and timing

  • Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the company

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

MARA’s fourth convertible financing transaction in a one-year period was well received by investors:

  • The transaction received significant demand allowing the Company to upsize

  • This marked the Company’s third zero-coupon convertible bond issuance in an eight-month span (nearly $3bn of zero-coupon debt raised)

Capped call documentation and auction process produced meaningful savings for MARA, while maximizing flexibility for the Company

This is JWCA’s fifth advisory assignment for the Company after advising MARA’s on its inaugural convertible issuance in November 2021 and three additional issuance in August, November and December 2024