SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
GREENIDGE GENERATION HOLDINGS, INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
8.50% Senior Subordinated Notes due 2026
(Title of Class of Securities)
39531G209
(CUSIP Numbers of Class of Securities)
Jordan Kovler
Chief Executive Officer
Greenidge Generation Holdings Inc.
1159 Pittsford-Victor Road, Suite 240
Pittsford, New York 14534
(315) 536-2359
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
| Kenneth M. Silverman |
| Olshan Frome Wolosky LLP |
| 1325 Avenue of the Americas |
| 15th Floor |
| New York, New York 10019 |
| Telephone: (212) 451-2300 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ☐ | third party tender offer subject to Rule 14d-1. |
| ☒ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of a tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) | ||
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 amends and supplements the Issuer Tender Offer Statement on Schedule TO (the “Original Schedule TO”), originally filed with the Securities and Exchange Commission (the “SEC”) on June 17, 2025, as amended by Amendment No. 1 to Schedule TO filed with the SEC on June 20, 2025 (“Amendment No. 1”), Amendment No. 2 to Schedule TO filed with the SEC on June 27, 2025 (“Amendment No. 2”) and Amendment No. 3 to Schedule TO filed with the SEC on July 3, 2025 (“Amendment No. 3”), by Greenidge Generation Holdings, Inc., a Delaware corporation (“the “Company”) (this “Amendment No. 4” and, collectively with the Original Schedule TO, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Schedule TO”). The Tender/Exchange Offer is subject to the conditions set forth in the Offer to Purchase/Exchange, dated June 17, 2025 (the “Offer to Purchase/Exchange”). The Offer to Purchase/Exchange and Items 1 through 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase/Exchange, are hereby amended and supplemented as set forth below. All capitalized terms used but not otherwise defined in this Amendment No. 4 have the meanings ascribed to such terms in the Offer to Purchase/Exchange.
The Schedule TO is hereby amended and supplemented by adding the following:
On July 18, 2025, the Company issued a press release announcing preliminary results of the Tender/Exchange Offer following expiration of the Tender/Exchange Offer, which expired at 12:00 a.m., New York City time, on July 18, 2025. A copy of the press release is filed as Exhibit (a)(5)(C) to this Amendment No. 4 and is incorporated by reference herein.
ITEM 12 EXHIBITS.
___________________
* Filed herewith.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| GREENIDGE GENERATION HOLDINGS, INC. | |||
| By: | /s/ Jordan Kovler | ||
| Name: | Jordan Kovler | ||
| Title: | Chief Executive Officer | ||
Date: July 18, 2025
Exhibit (a)(5)(C)
Greenidge Generation Announces Expiration and Final Results of Tender/Exchange Offer for Senior Notes Due 2026
Pittsford, NY – July 18, 2025 – Greenidge Generation Holdings Inc. (Nasdaq: GREE) (“Greenidge” or the “Company”), a vertically integrated cryptocurrency datacenter and power generation company, today announced final results of its previously announced concurrent offers (collectively, the “Tender/Exchange Offer” or the “Offer”) to exchange or to purchase, at the election of each holder, its outstanding 8.50% Senior Notes due 2026 (the “Old Notes”), as set forth in the Offer to Purchase/Exchange, dated as of June 17, 2025 (as amended or supplemented from time to time, the “Offer to Purchase/Exchange”), which trade on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “GREEL.” The Tender/Exchange Offer expired at 12:00 a.m., New York City time, on July 18, 2025 (the “Expiration Date”). Capitalized terms use herein and otherwise undefined have the meaning ascribed to them in the Offer to Purchase/Exchange.
According to the information provided to Greenidge by Computershare Trust Company, N.A., the exchange agent in connection with the Offer, the following aggregate principal amount of the Old Notes set forth in the table below was (i) validly tendered and not properly withdrawn (the “Tendered Notes”) as of 5:00 p.m., New York City time, on July 2, 2025 (the “Early Tender Date”) for cash in an amount equal to $9.00 for each $25.00 principal amount of Old Notes tendered, plus accrued and unpaid interest up to, but not including, the previously announced July 9, 2025 early settlement date (the “Early Settlement Date”), subject to a $3,204,477 cash payment limit, pursuant to the Tender Option; and (ii) validly tendered and not properly withdrawn (the “Exchanged Notes”) as of the Expiration Date for a new series of 10.00% Senior Notes due 2030 (the “New Notes”), in an amount equal to $11.00 principal amount of New Notes for each $25.00 principal amount of Old Notes exchanged, plus accrued and unpaid interest up to, but not including, the settlement date pursuant to the Exchange Option:
| Title of Security | CUSIP Number | Principal Amount Outstanding | Aggregate Principal Amount of Tendered Notes Pursuant to the Tender Option | Aggregate Principal Amount of Tendered Notes Accepted Pursuant to the Tender Option | Aggregate Principal Amount of Exchanged Notes Pursuant to the Exchange Option1 | Total Aggregate Principal Amount of Tendered Notes and Exchanged Notes Accepted Pursuant to Tender/Exchange Offer |
Principal Amount Outstanding Following Final Settlement of Tender/Exchange Offer |
| 8.50% Senior Notes Due 2026 | 39531G209 | $58,274,700 | $17,802,650 | $8,901,325 | $4,784,575 | $13,685,900 | $44,588,800 |
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1 The amounts exclude $36,450 in aggregate principal amount of Old Notes for which holders have complied with certain procedures applicable to guaranteed delivery set forth in the Offer to Purchase/Exchange, which remain subject to such holders’ performance of additional delivery requirements thereunder.
The Tender/Exchange Offer was made pursuant to the terms and subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase/Exchange. As of the Expiration Date, all conditions to the Tender/Exchange Offer were satisfied or waived. Upon settlement of the Exchange Offer, which is currently expected to occur on July 21, 2025, subject to the acceptance procedures described in the Offer to Purchase/Exchange, holders of Exchanged Notes will receive an aggregate principal amount of New Notes in an amount equal to $11.00 for each Exchanged Note accepted plus accrued and unpaid interest thereon up to, but not including, the settlement date, in addition to a stub payment in cash for any remaining accrued and unpaid interest in an amount less than $11.00 in total. Accordingly, on the settlement date, Greenidge will issue $2,105,213 in aggregate principal amount of New Notes.
As the aggregate principal amount of New Notes is less than the minimum offering required for listing on Nasdaq, Greenidge seeks to list the New Notes under the ticker “GREEN” for trading on the OTC Market’s platform. However, as previously disclosed in the Offer to Purchase/Exchange, Greenidge cannot provide any assurances that the New Notes will be tradable or that an active trading market will develop for the New Notes or that holders will be able to sell their New Notes. If the New Notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, the Company’s credit ratings, general economic conditions, the Company’s financial condition, performance and prospects and other factors. Accordingly, Greenidge cannot make any assurances that a liquid trading market for the New Notes will be sustained, that holders will be able to sell their New Notes at a particular time or that the price holders receive when they sell will be favorable. To the extent an active trading market is not sustained, the liquidity and trading price for the New Notes may be harmed. Accordingly, holders may be required to bear the financial risk of an investment in the New Notes for an indefinite period of time.
About Greenidge Generation Holdings Inc.
Greenidge Generation Holdings Inc. (Nasdaq: GREE) is a vertically integrated power generation company, focusing on cryptocurrency mining, infrastructure development, engineering, procurement, construction management, operations and maintenance of sites.
Forward-Looking Statements
This press release includes certain statements that may constitute “forward-looking statements.” All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties that could significantly affect Greenidge’s financial or operating results. These forward-looking statements may be identified by terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,” “intend,” “plan,” “may,” “will,” “would,” “could,” and “should,” and the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this press release include, among other things, statements regarding the business plan, business strategy and operations of Greenidge in the future. In addition, all statements that address operating performance and future performance, events or developments that are expected or anticipated to occur in the future are forward looking statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include but are not limited to the matters and factors described in Part I, Item 1A. “Risk Factors” of Greenidge’s Annual Report on Form 10-K for the year ended December 31, 2024, as may be amended from time to time, its subsequently filed Quarterly Reports on Form 10-Q and its other filings with the Securities and Exchange Commission. Consequently, all of the forward-looking statements made in this press release are qualified by the information contained under this caption. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements in this press release. You should not put undue reliance on forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of Greenidge could differ materially from the results expressed in, or implied by, any forward-looking statements.
Contacts
Investors
investorrelations@greenidge.com
Media
Longacre Square Partners
Kate Sylvester / Liz Shoemaker
646-386-0091
greenidge@longacresquare.com
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