Marathon Digital Holdings’ $650 Million Convertible Senior Notes Offering

Davis Polk advised Marathon Digital, while Latham & Watkins represented the initial purchasers in the offering.

Marathon Digital Holdings, Inc., one of the largest enterprise Bitcoin self-mining companies in North America, has announced the pricing of its offering of US$650,000,000 aggregate principal amount of 1% convertible senior notes due 2026 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The offering size was increased from the previously announced offering size of US$500,000,000 aggregate principal amount of notes.

Marathon also granted the initial purchasers of the notes an option, for settlement within a period of 13 days from, and including, the date the notes are first issued, to purchase up to an additional US$97,500,000 principal amount of notes.

The Initial Purchasers included Jefferies LLC, H.C. Wainwright & Co., LLC and B. Riley Securities, Inc.

Marathon is a digital asset technology company that mines cryptocurrencies with a focus on the blockchain ecosystem and the generation of digital assets.

Latham & Watkins represented the initial purchasers in the offering with a capital markets team led by New York partner Stelios Saffos (Picture), New York/Los Angeles partner Greg Rodgers, and Los Angeles partner Arash Aminian Baghai, with Chicago associates Scott Westhoff, Greer Gaddie, and Joe Gu and New York associates Ryan Gold and Ian Lachow. Advice was also provided on tax matters by New York partner Bora Bozkurt, with New York associate Michael Yu; on benefits & compensation matters by New York partner Jennifer Pepin; on data privacy & security matters by Bay Area counsel Robert Blamires, with Bay Area associate Adriana Beach; on environmental matters by New York partner Andrew Westgate, with New York associate Benjamin Einhouse; on anti-corruption matters by Washington, D.C. partner Daniel Dominguez, with Washington, D.C. associate Emani Walks; and on intellectual property matters by New York/Washington, D.C. partner Jenny Cieplak.

The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jeffrey Gould and associate Claire A. Bacon. The tax team included partner Lucy W. Farr and associates Ben Levenback and Benjamin Helfgott. The intellectual property and technology transactions team included partner Frank J. Azzopardi and associate Hilary Smith. Associate Matthew R. Silver provided 1940 Act advice. 

Involved fees earner: Frank Azzopardi – Davis Polk & Wardwell; Claire Bacon – Davis Polk & Wardwell; Alan Denenberg – Davis Polk & Wardwell; Lucy Farr – Davis Polk & Wardwell; Jeffrey Gould – Davis Polk & Wardwell; Benjamin Helfgott – Davis Polk & Wardwell; Ben Levenback – Davis Polk & Wardwell; Matthew Silver – Davis Polk & Wardwell; Hilary Smith – Davis Polk & Wardwell; Arash Aminian Baghai – Latham & Watkins; Adriana Beach – Latham & Watkins; Robert Blamires – Latham & Watkins; Bora Bozkurt – Latham & Watkins; Jenny Cieplak – Latham & Watkins; Daniel Dominguez – Latham & Watkins; Benjamin Einhouse – Latham & Watkins; Greer Gaddie – Latham & Watkins; Ryan Gold – Latham & Watkins; Ian Lachow – Latham & Watkins; Jennifer Pepin – Latham & Watkins; Gregory Rodgers – Latham & Watkins; Stelios Saffos – Latham & Watkins; Emani Walks – Latham & Watkins; Andrew Westgate – Latham & Watkins; Scott Westhoff – Latham & Watkins; Michael Yu – Latham & Watkins;

Law Firms: Davis Polk & Wardwell; Latham & Watkins;

Clients: B. Riley Securities; H.C. Wainwright & Co.; Jefferies; Marathon Digital Holdings;