MARA Posts $100M Deposit, Reworks Texas Deal Amid Data Center Audit

MARA (NASDAQ: MARA) has posted a $100 million utility deposit and revised payment and exit terms for its planned Matagorda County data center project as Texas tightens scrutiny of large electricity users seeking access to the state’s grid.

The bitcoin miner previously announced the acquisition from sustainable fuels developer HIF USA in July. The deal covers a project spanning more than 1,200 acres southwest of Houston, with land interests and utility agreement rights tied to a proposed 2 gigawatts of power capacity. MARA plans a campus supporting high-performance computing and bitcoin mining, with acquisition payments tied to development milestones.

The amendment, signed earlier this week and disclosed on Friday, makes certain payments contingent on a successful regulatory audit and MARA’s subsequent decision to proceed after an interconnection study. The purchase price remains capped at $600 million if all milestones are achieved.

The changes follow MARA’s Sep. 14 disclosure that Matagorda received a conditional “Studied Load” classification under the Electric Reliability Council of Texas’s Batch Zero process. That designation leaves the project’s proposed capacity subject to further study and allocation. MARA’s Granbury and Garden City sites received conditional “Base Load” classifications.

The distinction matters for the acquisition: inclusion in Batch Zero does not establish how much power Matagorda will ultimately receive. ERCOT said its provisional classifications remain subject to conditions that can include verification, correction of modeling deficiencies and regulatory exceptions. Projects that fail applicable conditions can be excluded.

MARA signed the amendment on the same day Governor Greg Abbott directed the Texas Commission on Environmental Quality to halt permits sought by data centers pending completion of ERCOT’s audit. The governor’s office also said state agencies should not advance related regulatory approvals until the information needed for their decisions had been obtained.

That followed Abbott’s Aug. 3 instruction to state utility regulators and ERCOT to audit data centers advancing through the interconnection process before allowing them to proceed. The review seeks information on electricity demand, water consumption, public subsidies, ownership and effects on neighboring communities. On Sep. 14, Abbott also directed the Texas Water Development Board to enforce water-use reporting requirements and work with ERCOT on the audit.

MARA’s filing does not explicitly attribute the renegotiation to those directives. Its revised payment structure nevertheless places successful completion of a Texas regulatory audit among the conditions for paying HIF.

Under the amendment, payments previously tied to certain regulatory approvals will be payable in two installments. One is triggered by successful completion of the audit; the other by MARA’s election to proceed after the applicable interconnection study. The agreement also increases the maximum payments tied to authorization for the site to receive power, without raising total acquisition consideration.

MARA’s August quarterly report had described the original first milestone payment as contingent on Batch Zero approval, with nothing due absent that approval. The September filing does not say whether Matagorda’s conditional classification satisfied that earlier contractual requirement.

The $100 million security deposit was posted by subsidiary Volt Texas with an unnamed electric utility for the site’s contemplated power capacity. MARA can elect to withdraw it at its discretion, subject to the amended agreement’s project-sale process.

The amendment also replaces provisions that could have required ownership of the project company to be returned to HIF if certain milestones were missed within specified periods.

Instead, specified triggers relating to the audit and MARA’s decision not to proceed would require the parties to market the project for sale. HIF would have a right of first offer, with net proceeds divided under an agreed distribution formula. The filing does not disclose that formula or the revised milestone-payment amounts.

HIF’s right to retain a minority interest upon execution of a third-party data center lease remains unchanged.

When it announced the acquisition, which closed July 2, MARA projected access to as much as 1 gigawatt of grid capacity by October 2027 and 2 gigawatts by April 2028. The September amendment does not announce final power authorization or provide a revised timetable.