MARA Moves to Amend $600M Long Ridge Notes Ahead of Power Asset Acquisition

MARA Holdings is seeking bondholder approval to avoid triggering a mandatory debt buyback tied to its proposed acquisition of the Long Ridge natural gas-powered data center and energy assets, according to a company statement released Thursday.

The Bitcoin miner said its wholly owned subsidiary, MARA USA Corporation, launched a consent solicitation to amend the indenture governing Long Ridge Energy LLC’s outstanding $600 million of 8.75% senior secured notes due 2032.

The move follows MARA’s April 29 agreement to acquire 100% of Long Ridge Energy & Power LLC from Ohio River Partners Holdco LLC and Ohio River Partners Finance LLC. The deal would make Long Ridge an indirect wholly owned subsidiary of MARA once completed.

Under the existing bond terms, the acquisition would constitute a “change of control,” requiring Long Ridge Energy LLC to offer to repurchase all outstanding notes at 101% of principal plus accrued interest. MARA is now asking bondholders to waive that requirement and amend related provisions in the indenture.

Specifically, the company is seeking approval to classify MARA and its affiliates as “Permitted Holders” and stipulate that the acquisition itself would not count as a change of control under the debt agreement.

Bondholders who approve the amendments before the May 15 expiration deadline would receive a consent fee of $2.50 for every $1,000 principal amount of notes held, provided the transaction closes.

The proposed amendments require approval from holders representing a majority of the outstanding principal amount of the notes. If approved, the amendments would become operative only after the acquisition closes and the consent fee is paid.

The transaction is expected to close in the second half of 2026, potentially as early as the third quarter, subject to regulatory approvals including clearance under the Hart-Scott-Rodino Act and approval from the Federal Energy Regulatory Commission.

The Long Ridge acquisition marks another step in MARA’s broader push beyond traditional Bitcoin mining into power infrastructure and AI-related data center development. The company previously disclosed plans to acquire the Ohio-based Long Ridge campus, which includes a natural gas-fired power plant and behind-the-meter data center operations, as miners increasingly seek direct access to energy assets amid rising demand from AI and high-performance computing workloads.