Greenidge Generation Holdings Inc. Launches Exchange Offer for 8.50% Senior Notes Due 2026

Key Highlights

• Exchange Offer Initiated: Greenidge Generation Holdings Inc. (Nasdaq: GREE) has commenced an Exchange Offer for its outstanding 8.50% Senior Notes due 2026, traded under the symbol “GREEL”.
• Offer Structure: Old 8.50% Senior Notes can be exchanged for new 10.00% Senior Notes due 2030, at a rate of \$25.00 principal amount of New Notes for every \$25.00 principal amount of Old Notes.
• Early Exchange Premium: Holders who tender their Old Notes on or before 5:00 PM New York City time, March 25, 2026 (“Early Exchange Date”) will receive, for each \$25.00 of Old Notes exchanged, \$25.00 principal of New Notes plus two (2) shares of Greenidge’s Class A Common Stock.
• Premiums Compared to Market:
  • Offer represents a premium of ~22.2% to the closing trading price (\$20.46) of the Old Notes as of March 10, 2026.
  • Offer also represents a ~29.4% premium to the Old Notes’ 60-day volume weighted average price (VWAP).
  • The Early Exchange Premium (New Notes + 2 shares) is approximately a 34.8% premium to the closing price and a 45.0% premium to the 60-day VWAP.
• Minimum Tender Condition: The Exchange Offer requires at least \$11 million (30% of outstanding principal) of Old Notes to be tendered for the offer to close.
• Maximum Exchange Amount: Up to \$36,663,875 in aggregate principal amount of Old Notes may be exchanged.
• Exchange Offer Expiration: The offer expires at 5:00 PM New York City time, April 8, 2026 (“Expiration Date”). Old Notes may be withdrawn up until 5:00 PM on March 25, 2026 (“Withdrawal Date”).
• Application to List New Notes: Greenidge has applied to list the New Notes on the OTC Markets platform, but no guarantee is given regarding tradability or liquidity.
• Interest Handling: Accrued and unpaid interest on Old Notes (about \$0.41 per \$25.00 principal) will be added to the principal amount of the New Notes or paid in cash if less than the face value.
• Potential Additional Actions: After the Exchange Offer, Greenidge may repurchase or repay remaining Old Notes under potentially more or less favorable terms, including open market or private transactions.
• Securities Law Status: The Exchange Offer is exempt from registration under Section 3(a)(9) and Section 18(b)(4)(C) of the Securities Act. No commissions or remuneration will be paid for soliciting tenders.
• Investor Contacts: D.F. King & Co., Inc. is the information agent for the offer.

Important Information for Shareholders and Potential Price Sensitivity

• Share Issuance: The Early Exchange Premium includes issuance of Class A Common Stock, which could increase the outstanding share count and potentially impact share price through dilution.
• Debt Extension: By swapping 2026 Notes for 2030 Notes with a higher coupon (10% vs 8.50%), Greenidge is extending its debt maturity and increasing its interest obligations, which may affect cash flow and financial leverage.
• Premiums Offered: Significant premiums to market prices may incentivize holders to participate, potentially reducing outstanding debt and improving Greenidge’s balance sheet, depending on participation levels.
• Minimum Tender Condition: If the minimum tender threshold is not met, the Exchange Offer will not close, leaving debt maturity risk unchanged.
• Tradability Risks: No assurance is provided that the New Notes will be actively traded or liquid, which may affect holders’ ability to exit positions.
• Further Actions Possible: Greenidge reserves the right to repurchase or refinance remaining Old Notes after the offer, possibly on more or less favorable terms for holders.
• Forward-Looking Statements: The company warns of risks and uncertainties that could affect future results, including those outlined in its SEC filings.

Detailed Terms Table

Timeline and Deadlines

• Early Exchange Date: March 25, 2026, 5:00 PM New York City time.
• Withdrawal Deadline: March 25, 2026, 5:00 PM New York City time.
• Expiration Date: April 8, 2026, 5:00 PM New York City time.

Company Description

Greenidge Generation Holdings Inc. is a vertically integrated power generation company focused on datacenters, electrical and infrastructure development, engineering, procurement, construction management, operations, and site maintenance.

Forward-Looking Statements Disclaimer

This article contains forward-looking statements, including statements regarding business plans, strategy, future performance, and anticipated developments. These statements are subject to risks, uncertainties, and assumptions as detailed in Greenidge’s SEC filings. Actual results may differ materially from those expressed or implied. Investors are cautioned not to place undue reliance on forward-looking statements, and Greenidge assumes no obligation to update any statements, except as required by law.

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