Greetings, welcome to the MARA conference call. At this time, all participants are in a listen-only mode. The question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note that this conference is being recorded. I will now turn the conference over to Robert Samuels, VP of Investor Relations. Thank you. You may begin.
Thank you, operator. Good morning, and thank you for joining us on such short notice. With me on today's call are our Chairman and Chief Executive Officer, Fred Thiel, our Chief Financial Officer, Salman Khan, and Chief Growth and Strategy Officer, Duncan Dickerson. Today's call includes forward-looking statements, including those about our growth plans, liquidity, and financial performance. These involve risks and uncertainties, and actual results may differ materially. We disclaim any obligations to update these statements except as required by law. For more details, please see the risk factor section of our latest Form 10-K and other SEC filings. We also reference non-GAAP financial measures like adjusted EBITDA, which we believe are important indicators of Long Ridge Energy's operating performance. Please see our press release and investor presentation for reconciliations to the most comparable GAAP measures. We'll begin with prepared remarks from Fred and Salman.
After their comments, we will open the call to Q&A. I'm going to turn the call over to Fred to kick things off. Fred.
Thank you, Rob, and good morning, everybody. Thank you for joining us on such very short notice. We're excited to announce our definitive agreement to acquire Long Ridge Energy & Power from FTAI, a transaction that we believe is both highly strategic and financially compelling for MARA. Salman and I will walk you through the presentation, and Duncan Dickerson, our Chief Growth and Strategy Officer, will join us for Q&A. Let me begin with how this transaction fits into our broader strategy. We've been very deliberate in evolving to maximizing long-term value by expanding into energy and AI/ HPC. This has included reallocating capital towards these higher return opportunities, including entering our partnership with Starwood Digital Ventures, as well as reducing costs in areas that do not support the strategic direction. At the core of that strategy is a simple idea.
Power is the most important input. We want to deploy it across the highest value applications. That includes AI and high-performance computing, Critical IT infrastructure, and flexible compute, including Bitcoin mining. Power is at the core of that model, owned, operated behind the meter, and grid connected. Our objective is to dynamically allocate that power to maximize returns over time. Against that backdrop, the agreement to acquire Long Ridge Energy is a significant step forward in executing our optimized digital infrastructure strategy and increasing our market position in AI/ HPC infrastructure. The assets we will acquire will establish a leading AI/ HPC data center campus in the PJM Interconnection, one of the most active data center and power markets in North America.
In a market where power and infrastructure constraints take years to solve, we believe Long Ridge Energy will provide exactly what is needed to immediately deliver value to our shareholders upon closing. This is not raw land with a long development timelines, but rather a site that is already operational and that gives us immediate access to the infrastructure, interconnection, and physical footprint required to support expansion. The power is there, the land is there, the water is there, the fuel supply is there, and the interconnection is there. In total, the site supports more than 1 GW of total potential power capacity across generation and load, with up to 600 gross megawatts for AI/ HPC and Critical IT loads. Assets of this scale and quality are increasingly difficult to replicate given the time, cost, and complexity required to secure power, land, permitting, and interconnection in today's market.
We are acquiring assets that would take up to 10 years to assemble on our own. These assets are also strategically located in that they are anchored by our existing footprint at our Hannibal site, where there has already been interest from investment-grade prospective AI/ HPC tenants. Taken together, this transaction will increase our owned and operated capacity by 65% while adding $144 million of contracted EBITDA based on Long Ridge Energy's annualized second half 2025 results. It is also worth noting that MARA does not expect to reduce Long Ridge Energy's current supply of power generation into the PJM grid and does not anticipate any impact to consumers. As we develop additional compute capacity behind the meter, we expect to pair that demand with incremental generation over time.
Turning to slide seven, you will find specifics on the assets and the team that will become part of MARA at close. Long Ridge Energy Campus includes a 505 MW nameplate combined cycle gas plant. It is one of the most efficient combined cycle turbines in the PJM Interconnection and provides stable, cash-generative operations. It generated $144 million of annualized adjusted EBITDA, with 76% contracted capacity based on second half 2025 performance. In addition to the combined cycle gas plant, the campus has over 1,600 contiguous acres and 200 MW of existing MARA capacity already operating at Hannibal that I mentioned. Following the closing of the transaction, MARA plans to retain Long Ridge Energy's team of 25 full-time engineers and employees.
These team members have operational knowledge of the facility and will supplement the MARA team's existing expertise. When you compare this site to other digital infrastructure campuses, what stands out is the completeness of the platform illustrated on slide eight. You have co-location generation, vertically integrated fuel supply, firm grid access, and proximity to core AI demand at the Northeast and Mid-Atlantic. That combination is rare and increasingly hard to find in today's market. To put that into perspective, if you look at slide nine, if you were trying to build this from scratch today, you're looking at $2 billion-$3 billion of capital and seven-10 years of development time. We are effectively stepping into a platform at closing that is already built, already operating, and already generating cash flow. From a capacity standpoint, this is a very scalable platform.
We start with 505 MW of generation, + 200 MW of existing MARA capacity, have multiple paths to expand from there via grid expansions and on-site power generation. That gives us over 1 GW of total potential capacity and the ability to scale to 600 gross megawatts of AI and Critical IT load over time. What makes this especially compelling is the flexibility. This is not a single-use asset. It is a multi-revenue platform where we can monetize power through long-term AI/ HPC leases, flexible compute operations, and wholesale power generation. That flexibility is critical because it allows us to allocate power dynamically based on where we see the best returns. On the demand side, our Hannibal site has received inbound interest from multiple potential investment-grade AI/ HPC tenants.
In terms of the path to getting additional capacity in service, this is where our partnership with Starwood Digital Ventures plays an important role. We expect this campus to be developed as part of our broader platform alongside Starwood, leveraging their development capabilities and tenant relationships to build capacity to market faster. We expect an initial 200 MW AI/ HPC build-out with construction beginning in around the first half of 2027, with initial capacity coming online in mid-2028. Looking at our owned and operated power generation capacity, this transaction is a step change. It will increase our owned and operated capacity by 65%, taking us from 1.3 GW today to 2.2 GW with the addition of the Long Ridge Energy Power Plant and our planned expansion. This will be a meaningful increase in both scale and capability.
We are excited about what this enables for MARA and the value it will deliver to our shareholders. We look forward to updating you as we move forward through the closing process and begin executing on the development vision at Long Ridge Energy. I'd like to turn it over to Salman now to go over the financials. Salman.
Thank you, Fred. Before I get into the transaction economics, I want to reinforce a few of the strategic points Fred made. First, Long Ridge is a current operating asset generating free cash flow, not a development bet. The Long Ridge Energy Power Plant currently generates approximately $144 million of annualized adjusted EBITDA, with about 76% contracted, which gives us stable, visible cash flow from day one. Second, this acquisition is a bolt-on to our existing Bitcoin operations. Our Hannibal site is already operating at this campus. This is an extension of what we are already doing, expanding MARA's footprint on infrastructure we know well. Third, the strategic upside here is significant. The acquired asset positions us to develop Critical IT and AI/ HPC infrastructure in one of the world's largest AI corridors.
The combination of location, existing infrastructure, and scalability is what makes this especially compelling. Fourth, the vertically integrated natural gas and power plant structure is a competitive advantage. Operating at less than $15/ MWh all in is a low-cost position that few can match. We believe that cost structure will directly translate into MARA's ability to operate an HPC complex profitably. It is the economic foundation that makes this platform so compelling. With that context in mind, let me walk you through the financing discussion. On slide 13, I will review some transaction details and financing. Under the terms of the agreement, MARA will acquire Long Ridge Energy for approximately $1.5 billion, including the assumption of at least $700 million of debt backstopped by a bridge loan from Barclays.
We plan to fund the equity portion of the transaction through a combination of existing cash and Bitcoin-backed financing capacity. As you can see in the slide, we have over $500 million of restricted and unrestricted cash on hand, approximately $2.4 billion of BTC holdings based on a Bitcoin price of $70,000 per Bitcoin, and more than $2 billion of near-term liquidity. This gives us line of sight to completion to complete the transaction in a disciplined way with non-dilutive financing sources that we have available to us. At a high level, this transaction is expected to be immediately additive to EBITDA upon closing and will provide stable free cash flow that we expect will help support the build out of our AI/ HPC platform without relying entirely on external capital. With that, I'll turn it back to Fred.
Thank you, Salman.
Fred.
Yes. Thank you, Salman. With that, you know, we believe this transaction will give MARA a scaled power advantage platform, immediate durable cash flows, and a clear path to build one of the leading digital infrastructure campuses in the market. It'll strengthen our ability to maximize the value of every megawatt we control, which remains our guiding direction strategically. We're excited about what this enables for MARA, our shareholders, and all our stakeholders. With that, operator, we're ready to open the line for questions.
Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Once again, that is star one to ask a question. One moment, please, while we poll for your questions. Our first questions come from the line of Brett Knoblauch with Cantor Fitzgerald. Please proceed with your questions.
Hi, guys. Congrats on this transaction. It's awesome to see. Curious with the initial 505 CCGT, how much of that is contracted to third party or a grid, or can you use, I guess, for captive use for your own data center build? Is there any regulatory, you know, process you have to go through in order to use that for a data center? Or could you maybe just walk us through how that would work?
Yeah. Why don't we have Duncan do that for you because the details are-
Awesome
at his fingertips.
Yep, thanks. Great point. I think the current plant just is at operating at a 485 MW interconnect, so they're selling that power into the grid, and it's about 76% hedged under a financial swap. That power is incredibly valuable and to Salman's earlier points about operating cash flow. We don't currently intend on taking that behind the meter for projects. We also believe that the line of sight for grid expansions and other onsite power give us plenty of growth paths for AI and Critical IT.
The 505 we're gonna keep as essentially just kind of selling energy and then kind of just use this one combined campus to, you know, co-locate your Hannibal data center with Long Ridge Energy. Is that the plan?
Yes.
Exactly.
Awesome. The other capacity, I think you noted Long Ridge Energy has PJM. Are you acquiring those assets as well, or do they just have rights?
We already have 200 MW load interconnect at the site, which makes it such a strategic bolt-on. This acquisition gets us also the land to deliver the campus. Really unlocks a lot of the potential across our existing portfolio. In process, we already have, you know, permits and line of sight to another 200 MW of grid capacity there. The Long Ridge team also has, you know, permits in process and all the necessary supply for another 200 MW of onsite generation. All that's expected to be delivered at the, you know, latest by 2030 and, but it's anchored with our existing already operational 200 MW of capacity.
Awesome. Thanks, Duncan. Appreciate it.
Thank you. Our next question has come from the line of Jason Mandel with RBC Capital Markets. Please proceed with your question.
Hi! Good morning and congratulations. I was wondering if you just clarify, I think on slide number 13, just to be clear. I think as I understand it, the debt that's being repaid as part of this is the existing term loan that exist in Long Ridge and then the bonds remain outstanding. And then the financing that's potentially being done regarding the Bitcoin that would essentially sit outside of Long Ridge and be part of MARA's secure financing on Bitcoin. Is that all accurate?
The way to view this is that the existing debt stays with the, which is asset-backed debt, the senior secured notes, the term loans, and the back. Then we have a backstop as we get to the closing. Obviously, we, this is an announcement today for the signing of the transaction. As we go towards the closing, there are a couple of steps before we get there. As a backstop, we have $785 million secured through a backstop with Barclays. Then the rest of the equity check that comes from a non-dilutive source, as I mentioned earlier, we have option to do financing against Bitcoin. Our thesis around Bitcoin remains bullish from a long-term perspective.
From a capital stack standpoint, we are in a lots of gratitude that we are in a position where we can use non-dilutive sources as an option to finance against Bitcoin as an example.
Okay, thank you. Maybe just one quick clarification point. I took a quick spin through the purchase agreement, and it does, if I'm not mistaken, appear that there's a requirement to deliver a payoff letter of the term loan. It sounds like you're saying the term loan remains outstanding. I just to help clarify. Thank you.
Yeah.
The term loan will be repaid at close. We have the incremental, you know, bridge from Barclays to both handle that, also to reflect any available for incremental capacity beyond the existing bonds and Canaan loan that are on the facility.
Thank you. Congrats again. Appreciate it.
Thank you.
Thank you.
Thank you. As a reminder, if you'd like to ask a question, please press star one on your telephone keypad. Our next questions are coming from the line of Michael Donovan with Compass Point. Please proceed with your question.
Good morning, Fred, Salman, Duncan, and Rob. Congrats on this deal. Just wanted to get clarification on the build-out for AI workloads. Would Hannibal be converted over to HPC, or would you first work on the initial 200 MW grid expansion?
The first target's gonna be Hannibal, of course, 'cause that's ready to go from an interconnect perspective and load perspective. That's the first target. As you know, these campuses are done in phases, typically. You know, if you're looking at say 200 + an additional 200, that first 200 days may take 24 months potentially to build. As that's being done, the second 200 MW will become available, and then you roll into the second phase of the campus to build the additional buildings for that part. What we really love about this is, A, we have capacity we can directly apply today for use for AI/ HPC, which is why we already have tenants looking at it.
We really just had to wait until we could announce the deal to say we actually had the additional land capacity under control. Now that we've done that, these conversations will advance fairly quickly, we're certain. This unique combination of grid-attached power with an opportunity down the road to have behind the meter potentially, and all this land in this one location, just make it such an attractive opportunity. We think that, you know, obviously, the fact that it's already cash flowing is, you know, very additive for MARA's shareholders as well. We think this is a win all around, and we're super excited about it.
Appreciate that, Fred. Can you talk more about the inbounds you're receiving in terms of the types of AI workloads? I know in the past you've mentioned sovereign and enterprise HPC. Can we get a little bit more color there?
Yeah. Duncan, you wanna handle that?
Yeah. I think that the thing that I would start with on that just to qualify, we have, you know, no preconceived notions about the workloads that a lot of the customers expect to run the site. I think that we've had interest from AI workloads and Critical IT workloads equally, especially given where this site is located and really a premier market. It really opens the alternatives for both cloud or traditional workloads and AI and inference at this site. We've had really a diverse inbound of potential customers and tenants that I think has been one of the things that's given us such conviction to really move on something like this. Of course, you can't lease what you don't own.
That's one of the main reasons to do this transaction, highly strategic in that way. It's been a fantastic time working with this site through the, you know, with our partnership with Starwood, getting it perfected for leasing. Just to be directly clear to your question, we've received inbound interest from both the, you know, investment-grade hyperscale tenants that you would expect to see from some of the larger deals, and then also the kind of the neo clouds with, you know, shadow investment grade or other alternatives too. It's been a comprehensive view of demand.
That's helpful, Duncan. One final question, if I may. On Long Ridge Energy's adjusted EBITDA estimates based on 2H 2025 results, is there a degree of seasonality here?
Yes, there is always, especially in this area. The key thing to keep in mind is the vertically integrated and owned gas supply. Also the fact that 76% of the capacity is hedged, eliminate that a little bit. I think that that gives us so far tracking north and strongly versus the last year's numbers. The seasonality there is largely moderated by the vertically integrated benefits of the plant and the fact that it's hedged.
Thank you, guys. Congrats again.
Thank you.
Thank you.
Thank you. We have reached the end of our question and answer session. I would now like to turn the floor back over to Robert Samuels for any closing comments.
Thanks, operator. Thank you everyone for joining us this morning. We look forward to speaking with everyone again soon.
Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. Please disconnect your lines at this time and enjoy the rest of your day.