Item 1.01. Entry Into or Amendment of a Material Definitive Agreement.
On
The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries.
The Notes will accrue interest at a rate of 1.00% per annum, payable
semi-annually in arrears on
The Notes will be redeemable, in whole or in part (subject to certain
limitations described below), at the Company's option at any time, and from time
to time, on or after
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Notes will have customary provisions relating to the occurrence of "Events of Default" (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company's failure to send certain notices under the Indenture within specified periods of time; (iii) the Company's failure to comply with certain covenants in the Indenture relating to the Company's ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by . . .
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the initial purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), in transactions not involving any public offering. The Notes were
initially resold by the initial purchasers to persons whom the initial
purchasers reasonably believe are "qualified institutional buyers," as defined
in, and in accordance with, Rule 144A under the Securities Act. Any shares of
the Company's common stock that may be issued upon conversion of the Notes will
be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an
exchange by the Company exclusively with its security holders. Assuming the
initial purchasers fully exercise their option to purchase additional Notes,
initially a maximum of 13,492,748 shares of the Company's common stock may be
issued upon conversion of the Notes, based on the initial maximum conversion
rate of 18.0505 shares of common stock per
Item 8.01. Other Events.
On
Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company's common stock, if any, issuable upon conversion of the Notes.
Item 9.01. Financial Statements and Exhibits.
Exhibits Exhibit Number Description 4.1 Indenture, dated as ofNovember 18, 2021 , betweenMarathon Digital Holdings, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 1.00% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.1). 99.1 Press Release, datedNovember 15, 2021 . 104 Cover page interactive data file (embedded within the inline XBRL document).
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