Business Context and Reporting Period
Company: MARA Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 29, 2026
Event: Entry into a Material Definitive Agreement to acquire Long Ridge Energy & Power LLC.
Key Financial Metrics and Transaction Details
- Transaction Value: Base purchase price of approximately $1.5 billion, subject to customary adjustments.
- Target Assets: 100% of Long Ridge Energy & Power LLC, including a 485 MW nameplate capacity combined-cycle gas turbine power plant (expected to increase to 505 MW in H2 2026) in Hannibal, Ohio, and over 1,600 contiguous acres of permitted land.
- Financing: Commitment from Barclays Bank PLC for a 364-day senior secured bridge term loan facility up to $785 million.
- Termination Fee: $75.0 million payable by the Buyer under certain circumstances.
- Existing Debt at Target: Long Ridge Energy LLC holds 8.750% Senior Secured Notes due 2032.
Material Changes and Strategic Shift
This filing represents a significant strategic expansion for MARA Holdings, Inc. beyond its traditional Bitcoin mining operations. The acquisition of Long Ridge provides:
- Direct ownership of a major power generation facility to support energy-intensive digital infrastructure.
- Expansion into high-performance computing (HPC) and AI workloads, alongside existing Bitcoin mining and data center operations.
- Access to 1,600 acres of industrially permitted land with water and fiber infrastructure at the Hannibal, Ohio campus.
Guidance, Risks, and Contingencies
Management Commentary & Outlook: The Company anticipates the Transaction will be accretive to profitability metrics and supports its digital energy infrastructure strategy. Management expects to shift between hyperscale, AI, and Bitcoin mining workloads at the facility.
Key Risks and Contingencies:
- Closing Conditions: The transaction is subject to customary conditions, including regulatory approvals, satisfaction of covenants, and obtaining amendments or waivers for existing agreements (specifically regarding the Senior Secured Notes).
- Financing Risk: The Company must secure debt financing on acceptable terms; the bridge loan is subject to customary conditions.
- Termination Deadlines: The agreement may be terminated after November 30, 2026, or June 30, 2027, if regulatory conditions are not met and the transaction is not consummated.
- Operational Disruption: Risks include diversion of management attention and potential disruption to current operations.
Investor Verification Checklist
- Verify the final purchase price adjustments and the total debt load assumed from Long Ridge Energy LLC.
- Confirm the status of the 8.750% Senior Secured Notes due 2032 and whether consent solicitations or waivers have been successfully obtained.
- Review the final terms of the $785 million bridge loan facility with Barclays, including interest rates and covenants.
- Assess the timeline for the capacity increase from 485 MW to 505 MW and the associated capital expenditures.
- Monitor regulatory approval progress, particularly regarding the change of control provisions and environmental permits.