Bitcoin Miner MARA Starts Long Ridge $600M Notes Consent Solicitation for Asset Acquisition

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Bitcoin miner MARA Holdings has launched a consent solicitation targeting Long Ridge Energy’s $600 million in outstanding senior secured notes, a procedural step required to advance its planned acquisition of the Ohio-based power facility without triggering a mandatory bond repurchase obligation.

MARA’s wholly owned subsidiary, MARA USA Corporation, commenced the solicitation on May 7, 2026, seeking amendments to the indenture governing Long Ridge Energy LLC’s 8.750% Senior Secured Notes due 2032. The notes carry $600 million in aggregate principal outstanding.

Long Ridge Notes Outstanding

$600,000,000

Aggregate principal amount of the Long Ridge notes covered by MARA’s consent solicitation.

MARA said the consent solicitation covers Long Ridge’s 8.750% senior secured notes due 2032 with $600 million aggregate principal outstanding. Source: MARA Investor Relations.

Without noteholder approval, MARA’s acquisition of Long Ridge would constitute a Change of Control under the existing indenture. That designation would require Long Ridge to offer to repurchase all outstanding notes at 101% of principal plus accrued and unpaid interest, a potentially costly obligation on a $600 million debt stack.

Consenting holders are being offered $2.50 for each $1,000 principal amount as a consent fee. The solicitation is set to expire at 5:00 p.m. New York City time on May 15, 2026.

Consent Fee Offered

$2.50 per $1,000

Cash fee offered to holders who validly deliver and do not revoke consent before the deadline.

Consenting holders are being offered $2.50 for each $1,000 principal amount, the key holder economics behind the solicitation. Source: MARA Investor Relations.

The proposed amendments would only become operative if the Long Ridge acquisition itself closes. The consent fee is conditioned on both receipt of the requisite majority of consents and consummation of the transaction.

Why the $600M Notes Are Central to the Deal

The consent solicitation exists because of how bond indentures treat ownership changes. When a company with outstanding debt is acquired, the change of control provisions in its bond covenants typically give noteholders the right to exit at a premium.

In Long Ridge’s case, the 8.750% notes due 2032 include such a provision. MARA is seeking to amend the indenture to waive or modify that trigger, allowing the acquisition to proceed without forcing a repurchase offer at 101% of par value across the full $600 million issue.

The $2.50 per $1,000 consent fee represents the price MARA is willing to pay noteholders for that waiver. On the full $600 million principal, the aggregate consent fees would total $1.5 million if all holders participate.

The Broader Acquisition Behind the Solicitation

The consent solicitation is one step in a larger transaction. MARA’s buyer subsidiary agreed to acquire 100% of Long Ridge Energy & Power LLC for a base purchase price of approximately $1.5 billion, subject to customary purchase price adjustments, according to an 8-K filing with the SEC dated April 29, 2026.

The seller, FTAI Infrastructure, valued the transaction at approximately $1.52 billion before closing adjustments in its own announcement. FTAI expects the deal to close in the third quarter of 2026, subject to regulatory approvals.

Long Ridge’s assets include a 485 MW nameplate combined-cycle gas power plant in Hannibal, Ohio, with capacity expected to increase to 505 MW in the second half of 2026. The facility sits on more than 1,600 contiguous acres.

MARA has framed the acquisition as a strategic pivot. The company’s CEO, Fred Thiel, stated in the acquisition announcement that “power is the scarce input in AI,” positioning the Long Ridge deal as an expansion beyond pure Bitcoin mining into AI-adjacent power infrastructure.

According to MARA’s SEC-filed press release, the transaction is expected to add approximately $144 million of annualized adjusted EBITDA and increase MARA’s owned and operated power capacity by about 65%.

How the Solicitation Supports the Acquisition Timeline

The consent solicitation is a transaction-enabling step, not the acquisition itself. MARA needs noteholder approval to avoid triggering the change-of-control repurchase obligation, which would otherwise force Long Ridge to offer to buy back the notes at a premium before the deal could close cleanly.

Closing the broader acquisition remains subject to Hart-Scott-Rodino antitrust clearance, Federal Energy Regulatory Commission approval, and other customary conditions. The filed purchase agreement allows either party to terminate after November 30, 2026, or after June 30, 2027 if certain regulatory conditions remain unsatisfied.

The solicitation’s May 15 deadline means MARA will know within days whether it has secured the requisite consents, removing one potential obstacle well ahead of the anticipated Q3 2026 closing window.

What to Watch Next

The immediate milestone is the May 15 expiration of the consent solicitation. If MARA secures the requisite majority, the change-of-control waiver will be in place pending closing. If not, MARA would need to either restructure the deal’s debt treatment or potentially face the 101% repurchase obligation.

Beyond the solicitation, regulatory approvals from the FTC and FERC represent the next major gates. Readers tracking regulatory enforcement actions in the crypto space will note that mining-related acquisitions involving energy infrastructure face increasing scrutiny.

The deal also reflects a broader trend among Bitcoin miners diversifying into power and AI infrastructure. With Bitcoin trading at approximately $80,817 and the crypto market sentiment sitting at neutral, miners like MARA are looking beyond coin price appreciation for revenue stability.

MARA’s $1.5 billion Long Ridge acquisition, if completed, would mark one of the largest energy-infrastructure deals by a publicly traded Bitcoin miner. The consent solicitation now underway is the first public test of whether the deal’s debt mechanics will cooperate with that ambition.

FAQ About MARA, Long Ridge, and the $600M Notes

What is a consent solicitation?

A consent solicitation is a formal process in which a company asks bondholders to approve changes to the terms of their bonds. In this case, MARA is asking Long Ridge’s noteholders to waive the change-of-control provision that would otherwise be triggered by the acquisition.

Why are the $600M notes mentioned in the headline?

The $600 million figure represents the total outstanding principal of Long Ridge’s 8.750% Senior Secured Notes due 2032. These notes contain a change-of-control clause that MARA needs to address before the acquisition can close without triggering a mandatory repurchase offer.

Does this announcement mean the acquisition is complete?

No. The consent solicitation is one procedural step in a larger transaction. The acquisition itself remains subject to regulatory approvals and other closing conditions, with completion expected in Q3 2026. Companies involved in complex financial restructuring processes often need to clear multiple procedural hurdles before a deal is finalized.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Cryptocurrency and digital asset markets carry significant risk. Always do your own research before making decisions.