Latham & Watkins Advises on Marathon Digital Holdings, Inc.’s Upsized US$650 Million Convertible Senior Notes 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. The issuance and sale of the notes are scheduled to settle on or about November 18, 2021, subject to the satisfaction of customary closing conditions. 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.

Latham & Watkins LLP represents the initial purchasers in the offering with a capital markets team led by New York partner Stelios Saffos, 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.