Marathon Digital Holdings (MARA) has opened a consent solicitation aimed at investors holding $600 million in senior secured notes issued by Long Ridge Energy. The move, announced this week, targets the 8.750% Senior Secured Notes due 2032 and is tied to a pending acquisition by the Bitcoin miner.
What the consent solicitation asks
Bondholders are being asked to vote on proposed amendments to the indenture governing the notes. Under the terms of the solicitation, MARA is seeking approval to alter certain covenants or other provisions — changes that the company says are necessary to accommodate its planned acquisition of Long Ridge Energy. The exact amendments were not detailed in the initial filing, but they are directly linked to the deal that would bring Long Ridge under MARA's control.
Consent solicitations are a standard tool companies use to renegotiate debt terms before closing a merger or acquisition. If a majority of noteholders agree, the amendments become binding on all holders.
Long Ridge Energy, based in Ohio, operates a natural gas-fired power plant. The facility has been a key partner for MARA, providing low-cost electricity for its Bitcoin mining operations. The pending acquisition would give MARA direct ownership of the power generation asset, potentially locking in energy prices and expanding its hashrate capacity.
The $600 million in notes were issued by Long Ridge Energy as part of its earlier financing. Now that MARA is moving to buy the company, the notes' terms need to be adjusted to reflect the change in ownership and control.
What bondholders should watch for
The consent solicitation will remain open for a set period, giving noteholders time to review the proposed changes and cast their votes. MARA has not disclosed the deadline for responses, but such processes typically run for several weeks. Bondholders who do not consent may be bound by the majority decision if the required threshold is met.
For investors, the key question is whether the amendments will affect the notes' credit profile or coupon payments. The 8.750% rate is relatively high, reflecting Long Ridge's risk as a standalone issuer. Post-acquisition, MARA's backing could either strengthen or complicate the debt's standing, depending on how the changes are structured.
MARA has not commented publicly beyond the regulatory filing. The company is expected to provide an update once the solicitation results are tallied.
