MARA (MARA) M&A announcement summary

Deal rationale and strategic fit

• Acquisition accelerates digital infrastructure strategy, expanding into AI/HPC with a premier campus offering over 1 GW potential capacity, including 200 MW existing and up to 600 MW for AI and critical IT loads.

• Provides immediate access to operational infrastructure, power, land, water, and fiber, reducing development risk compared to greenfield alternatives.

• Adds a vertically integrated power platform, including a 505 MW combined-cycle gas power plant and owned gas supply.

• Enables dynamic allocation of power and multiple monetization paths, including AI/HPC leases, compute operations, and wholesale power.

• Inbound interest from investment-grade AI/HPC tenants highlights strong market demand for the site.

Financial terms and conditions

• The transaction is valued at approximately $1.5 billion, including at least $785 million of debt, backstopped by a bridge loan from Barclays.

• Adds about $144 million of annualized adjusted EBITDA at less than $15/MWh all-in operating costs, based on 2H 2025 results.

• Equity funding will come from existing cash, Bitcoin-backed financing, and debt rollover, leveraging over $500 million in cash and $2.4 billion in BTC holdings.

• The deal is expected to be immediately accretive to EBITDA and provide stable free cash flow upon closing.

• The term loan will be repaid at close, with bridge financing covering incremental needs.

Synergies and expected cost savings

• Increases owned and operated power capacity by 65%, from 1.3 GW to 2.2 GW, and avoids $1.6–2.7 billion and 7–10 years required to replicate the asset.

• Operating costs are less than $15/MWh, providing a low-cost position for profitable HPC operations.

• The vertically integrated natural gas and power plant structure offers a competitive advantage and moderates seasonality through hedging and integrated supply.

• Rail infrastructure acquisition enhances site logistics and operational flexibility.

• Minimal site development execution timing and risks.