MARA’s Consent Solicitation Seeks to Bypass ‘Change of Control’ on $600M Long Ridge Notes—Key Details for Noteholders

Consent Process Would Prevent Mandatory Note Repurchase

MARA Holdings has launched a consent solicitation aimed at amending the indenture for Long Ridge Energy’s $600 million in outstanding 8.75% Senior Secured Notes due 2032. The key proposed change? To ensure that MARA’s acquisition of Long Ridge does not trigger a 'Change of Control' event—which would otherwise force Long Ridge to offer to buy back all notes at 101% of their face value, plus accrued interest.

What Are the Proposed Amendments?

The consent solicitation, open until 5:00 p.m. New York time on May 15, 2026 (subject to extension), seeks noteholder approval for these main changes:

• The acquisition will not count as a 'Change of Control' under the indenture.
• MARA and affiliates will become 'Permitted Holders.'
• Several definitions in the indenture and notes would be revised in line with these updates.

Noteholder Incentives: $2.50 Consent Fee per $1,000 Principal

To encourage support, MARA is offering a consent fee of $2.50 per $1,000 of principal to each noteholder who consents by the expiration date and does not revoke before the revocation deadline. This payment depends on two key conditions being met: MARA must acquire majority consent from noteholders, and the Long Ridge acquisition must close—a process expected as soon as Q3 2026, but subject to regulatory and customary approvals.

Majority Vote Required, But No Fee If Deal or Consent Falls Short

For the amendments to take effect, MARA must secure at least majority consent by aggregate principal amount. If the threshold isn’t met, or the acquisition falls through, the current indenture terms remain and no fees are paid. Moreover, the amendments—if passed—are binding on all noteholders, not just those giving consent.

Regulatory and Timing Considerations Add Uncertainty

While MARA expects to close the Long Ridge deal in the second half of 2026 (pending antitrust and FERC approvals), this timing is not guaranteed. Noteholders should consider the risk that regulatory or closing conditions may delay or derail the transaction—and the associated consent fee.

Bottom Line: MARA Bets on Streamlining Its Power Acquisition

This consent solicitation marks a pivotal moment for MARA’s transition into energy infrastructure, directly impacting noteholders’ rights. While the consent fee is modest—$2.50 per $1,000 principal—it offers noteholders a choice: accept revised terms supporting MARA’s acquisition, or risk holding notes that could be called if the deal is treated as a 'Change of Control.' Investors should closely monitor regulatory developments and the final consent tallies as the May 15 deadline approaches.

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