This transformative acquisition positions MARA as a vertically integrated digital infrastructure player with control over power generation, land, and compute. The ~$144M annualized EBITDA from Long Ridge provides a stable cash flow base that supports MARA's broader development objectives. Traders should monitor regulatory approval timelines (HSR, FERC, STB) and the company's ability to secure long-term AI/HPC tenants for the planned campus buildout. The $75M reverse termination fee provides downside protection for sellers, but the strategic rationale and existing co-location reduce execution risk relative to greenfield alternatives.
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Executive Summary
MARA Holdings, through its subsidiary MARA USA Corporation, has entered into a definitive agreement to acquire 100% of Long Ridge Energy & Power LLC from FTAI Infrastructure for a total transaction value of approximately $1.5 billion, including the assumption of at least $785 million in debt. The acquisition includes a 505 MW combined-cycle gas power plant and over 1,600 acres in Hannibal, Ohio, which MARA plans to develop into a flagship AI and digital infrastructure campus. The transaction is expected to close in the second half of 2026, subject to regulatory approvals and customary closing conditions.
Key Financial Metrics
Key Facts
- Base purchase price of approximately $1.512 billion, subject to customary purchase price adjustments.
- Total transaction value of approximately $1.5 billion, including assumption of at least $785 million of debt.
- Acquisition includes a 505 MW nameplate combined-cycle gas power plant (currently authorized to sell 485 MW, expected to increase to 505 MW in H2 2026).
- Acquisition includes over 1,600 contiguous acres of industrially permitted land with access to water and fiber infrastructure.
- MARA expects the acquisition to increase its owned and operated power capacity by approximately 65%.
- Long Ridge Energy generated approximately $144 million of Annualized Adjusted EBITDA based on 2H 2025 performance.
- All-in operating costs of the facility are less than $15/MWh.
- MARA has secured a 364-day senior secured bridge term loan facility commitment from Barclays for up to $785 million.
- Transaction expected to close in the second half of 2026, subject to HSR Act clearance, FERC approval, STB approval, and other customary conditions.
- MARA expects construction of an initial AI/Critical IT buildout to begin in 1H 2027, with initial capacity targeted to be ready for service in mid-2028.
- Under certain circumstances, MARA would be required to pay a termination fee of $75 million.
- MARA's Hannibal data center, co-located at the Long Ridge Energy site, has already received inbound interest from multiple potential investment-grade AI/Critical IT tenants.
Financial Impact
Total transaction value of approximately $1.5 billion, including assumption of at least $785 million in debt. Long Ridge Energy generated approximately $144 million in Annualized Adjusted EBITDA based on 2H 2025 performance. The acquisition is expected to increase MARA's owned and operated power capacity by approximately 65%.
Risk Factors
- Regulatory approval risk: Transaction requires clearance under HSR Act, FERC approval, and STB approval, which could delay or prevent closing.
- Financing risk: The $785 million bridge loan commitment from Barclays is subject to customary conditions, and MARA may need to secure permanent financing or equity to replace it.
- Integration risk: Successfully integrating Long Ridge Energy's operations and retaining its team is critical to realizing projected synergies.
- Development execution risk: The planned AI/Critical IT campus buildout (targeting mid-2028) faces construction, permitting, and tenant leasing risks.
- Commodity and power price risk: Long Ridge Energy's cash flows are subject to power price volatility and hedge effectiveness, though hedges provide near-term visibility.
- Dilution risk: MARA may need to raise equity capital to fund the transaction or future development, potentially diluting existing shareholders.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-193982 |
| Document: d54802d8k.htm | 0001193125-26-193982 |
| Document: d54802dex991.htm | 0001193125-26-193982 |
| Document: 0001193125-26-193982-index-headers.html | 0001193125-26-193982 |
| Document: 0001193125-26-193982-index.html | 0001193125-26-193982 |
| Document: 0001193125-26-193982.txt | 0001193125-26-193982 |
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