Marathon Digital Holdings, Inc. (NasdaqCM:MARA) entered into a Purchase and Sale Agreement to acquire Two Operational Bitcoin Mining Sites in Granbury, Texas and Kearney, Nebraska from Generate Capital, PBC for approximately $200 million on December 15, 2023. Total consideration is $178.65 million, or $458,000 per megawatt. In addition to the Purchase Price, and as further consideration for the Transaction, if, on or prior to the third annual anniversary of the Closing, under certain circumstances, Marathon Digital Holdings, Inc. will be required to pay an earn-out payment to Generate Capital, PBC if the Bitcoin mining sites determines to expand the existing data center facilities operated by the Bitcoin mining sites.

The Expansion Payment, if any, shall be in an amount equal to $50,000 multiplied by each megawatt of incremental capacity at the Existing Facilities for which construction has achieved notice to proceed on or prior to the third annual anniversary of the Closing, up to a maximum amount of $15 million. Consideration to be paid in cash from Marathon?s balance sheet. Upon termination of the Purchase Agreement under specified circumstances, Buyer will be required to pay Seller a reverse termination fee of $9,012,500.

The closing of the Transaction is subject to customary closing conditions, including the expiration or early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all waiting periods (and any extensions thereof), clearances, approvals or consents (as applicable) under any other antitrust laws applicable to the consummation of the Transactions shall have expired, been terminated or been obtained (as applicable) and remain in full force and effect to the extent applicable, regulatory approvals and customary closing conditions and is expected to close in first quarter 2024. Transaction will be significantly accretive. Krishna Veeraraghavan, Andrew D. Krause, Brian Krause, Jonathan Ashtor, Rebecca Coccaro, Christopher Gonnella, Steven Herzog, Marta Kelly, and William O?Brien of Paul, Weiss, Rifkind, Wharton & Garrison LLP are serving as legal advisors to Marathon in connection with the transaction and Robert P. Goodin, Daniel Cadis, Brian Greene, William Dong, Marcia Hook, Kevin Ehrhart and Jenny Warfield of Kirkland & Ellis LLP are serving as legal advisors to Generate.

BMO Capital Market Corp acted as a broker for Generate Capital, PBC.