Captain $MARA 🐙

Huge relief for $MARA. FERC approved $MARA’s Long Ridge acquisition today (EC26-92). Good to see the IMM’s spurious BlackRock/Vanguard challenge get the Heisman. FERC also turned down the request to condition approval on keeping the plant’s output in PJM. Solid. The deal: $1.512B enterprise value for ~0.5 GW of gas generation (485 MW authorized, 505 MW nameplate) and ~$144M of annualized adj. EBITDA, about 10.5x. Recent PJM gas plant deals went at about 7x (Talen 6.7x, Vistra 7x, NRG 7.5x), which would put the plant alone at ~$1.0B. MARA is paying ~$0.5B more for the land, gas wells, rail and expansion option. MARA keeps ~$900M of Long Ridge debt in place and needs ~$610M of cash, which the $600M of BTC-backed loans it drew in August are meant to cover. I’d expect it to close by the Nov 30 outside date. Debt math: ~$1.9B of MARA’s $2.3B convert stack is zero coupon, so total post-close cash interest is roughly $140M: ~$58M on the Coinbase and Two Prime loans, ~$76M on Long Ridge’s own debt (the 8.75% notes alone are $52.5M) and ~$7M on the converts. Judging the deal on its own: the debt that finances it (Long Ridge’s ~$76M plus ~$46M on the new BTC loans) costs ~$123M a year against $144M of EBITDA, about 1.2x. The upside is expansion. MARA talks about 600 gross MW of AI load at the site. That appears to include the existing 200 MW of grid load (on top of the 505 MW plant that sells into PJM). AEP’s 2025 filing proposed reconductoring the feeder serving a customer at the Hannibal station to go from 100 to 200 MW, for about $0.5M, targeting about nine months from PJM first seeing the need to in-service. The station ties into four 138 kV lines and once fed a 540 MW smelter, which is encouraging, but nothing is signed. To get from 200 to 600 MW, AEP would likely need to add a second feed or upgrade lines, or MARA would build on-site generation, which raises turbine availability questions. I can’t find a public study of how much more the grid connection can carry. AEP Ohio’s data center tariff also requires large customers to pay for at least 85% of contracted capacity for up to 12 years, if it applies here. Still, an energized site with fuel, land and a 138 kV hub may beat waiting in ERCOT’s queue. It’s unclear whether the Hannibal buildout goes through the Starwood JV, where MARA would keep up to 50%. That will decide how much of the 600 MW upside MARA owns. Each 100MW developed at a 7% cap rate and $2M/MW rent could be $1.5B+ of value creation, so it's a big variable and explains why they paid ~$500M above the 7x multiple for the extra capacity. Next catalyst, possibly at closing or just after: a signed lease.