JWCA advises MARA Holdings Inc. on the repurchase of ~$1.0bn of 2030 and 2031 convertible notes for cash at meaningful discount to par
March 2026 | read press release
Transaction Background
In March 2026, JWCA advised MARA Holdings Inc. (“MARA” or the “Company”) on the cash repurchase of ~$1.0bn combined of its outstanding 2030 and 2031 convertible notes. MARA wanted to opportunistically repurchase their notes at a discount to par to manage its outstanding liabilities and capital structure.
MARA’s objectives included:
De-lever: retire a portion of each convertible note to reduce debt outstanding
Capture a sizeable yield-to-put by purchasing both tranches of notes at a meaningful discount to par
Save a significant amount of cash at put date by retiring existing convertible below par today
Minimize transaction and friction costs, execute as efficiently as possible
JWCA acted as Repurchase Agent for the transaction:
Provided thoughtful refinancing alternatives
Provided analysis and advice around tactics related to investor targeting and engagement, staying within legal guidelines
Led the investor outreach, negotiation, and execution of repurchases
Results
The Company executed a successful liability management transaction for its 0.00% coupon convertible notes due 2030 and 2031:
The Company paid an aggregate amount of ~$913mm in cash for the repurchase of ~$1,001mm of their convertible notes, reflecting a meaningful discount to par
The Company was able to retire ~52% of outstanding debt with puts in June and December 2027
About $924mm in aggregate principal amount of 2030 and 2031 Notes remain outstanding
The transaction was executed on an overnight basis, enabling an efficient result, minimizing market risk, and locking in the repurchase price and discount for the Company
This transaction is one of the largest convertible bond repurchases ever executed by an issuer
This marks JWCA’s sixth advisory assignment for the Company after advising on convertible issuances in 2021, 2024 and 2025.