Form 8-K MARATHON DIGITAL HOLDING For: Sep 20
- S&P 500 and Nasdaq notch highest closes since early 2022
- U.S. economy adds 199,000 jobs in November
- Fed should 'lowball' rate cuts expectations next week says analyst after strong jobs data
- Bernstein's best idea for 2024? Short Tesla stock
- Analysts defend Broadcom as annual guidance falls short after FQ4 earnings beat
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
|(Address of principal executive offices)||(Zip Code)|
telephone number, including area code:
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
Item 3.02 Unregistered Sales of Equity Securities
See Item 8.01 below.
Item 8.01 Other Matters
Marathon Digital Holdings, Inc. (the “Company”) has completed the pricing period of the previously announced, privately negotiated exchange agreements with certain holders of its 1.00% Convertible Senior Notes due 2026 (the “Notes”). On average, the transactions represent an approximately 21% discount to the par value and result in approximately $101 million in cash savings before transaction costs for the Company.
In total, Marathon exchanged $417 million aggregate principal amount of the Notes held by such holders (the “Exchanges”) for an aggregate 31.7 million newly issued shares of Marathon common stock. As a result, the Company has reduced its long-term convertible debt by approximately 56% and realized approximately $101 million in cash savings before transaction costs. Following the Exchanges, $331 million aggregate principal amount of the Notes remain outstanding.
The Company has also issued a press release regarding the Exchanges which is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits
|99.1||Press Release, dated September 20, 2023|
This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 21, 2023
|MARATHON DIGITAL HOLDINGS, INC.|
|By:||/s/ Jolie Kahn|
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- Marathon Digital Holdings (MARA) PT Raised to $8.50 at JPMorgan
- US bitcoin ETF issuer talks with SEC have advanced to key details -sources
- Aptose Tuspetinib Clinical Data Featured in Oral Presentation at the 2023 ASH Annual Meeting
Create E-mail Alert Related CategoriesSEC Filings
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!