MARA completes consent solicitation for Long Ridge 8.75% notes

MARA Holdings’ wholly‑owned subsidiary, MARA USA Corp., announced that the consent solicitation for Long Ridge Energy LLC’s 8.750% senior secured notes due 2032 expired at 5:00 p.m. NY time on May 15, 2026, after obtaining the required consents from holders of a majority of the notes on May 14 [1]. The consent covers proposed amendments to the notes’ indenture that will only become effective if the pending acquisition of Long Ridge by MARA closes, an event the company expects in the second half of 2026 and possibly as early as Q3, pending antitrust and FERC approvals [1].

Under the solicitation, each holder that delivered a valid consent before the deadline will receive a consent consideration of $2.50 for every $1,000 of principal held, payable through the Depository Trust Company at closing of the transaction [1]. If the acquisition does not close or the other conditions are not met, no fee will be paid and the existing indenture terms will remain in force. The amendments aim to treat the acquisition as a “Permitted Holder” event rather than a “Change of Control,” thereby avoiding the mandatory 101% cash redemption trigger that would otherwise apply to the notes [1].

The transaction itself is structured as an equity purchase agreement with Ohio River Partners Holdco LLC and Ohio River Partners Finance LLC, under which MARA will acquire 100% of Long Ridge Energy & Power LLC and make Long Ridge an indirect wholly‑owned subsidiary of MARA [1]. Barclays Capital serves as the solicitation agent, while Global Bondholder Services Corporation acts as the information and tabulation agent for the consent process [1].

If the deal proceeds, the notes will remain outstanding under the amended indenture, sparing holders from an automatic redemption at a premium and preserving the financing structure that supports Long Ridge’s energy projects. The outcome hinges on regulatory clearance and the timely payment of the consent fee, leaving investors to watch for a closing announcement later this year.