MicroStrategy Announces $2 Billion Convertible Notes Offering

By Bobby Samwell • Thursday, February 20 15:28 • Permanent Link

MicroStrategy Incorporated, known as Strategy (NASDAQ: MSTR), has announced a proposed private offering of $2.0 billion of convertible senior notes due 2030. The company also expects to grant the initial purchasers of the notes an option to purchase up to an additional $300 million aggregate principal amount of notes.

The notes will not bear regular interest and will mature on March 1, 2030, unless earlier repurchased, redeemed, or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods.

In terms of the offering details, the notes will be redeemable for cash at Strategy's option at any time on or after March 5, 2027, and on or before the 20th scheduled trading day immediately before the maturity date, under certain conditions. If certain corporate events that constitute a "fundamental change" occur, noteholders may require Strategy to repurchase their notes for cash.

The initial conversion rate and other terms of the notes will be determined at the pricing of the offering. Strategy intends to use the net proceeds from this offering for general corporate purposes, including the acquisition of Bitcoin and for working capital.

The notes will be offered to qualified institutional buyers in accordance with Rule 144A under the Securities Act, and the offer and sale of the notes and the shares of Strategy’s class A common stock issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any other jurisdiction.

Strategy (NASDAQ: MSTR) is the world’s first and largest Bitcoin treasury company and has adopted Bitcoin as its primary treasury reserve asset. The company strategically accumulates Bitcoin using proceeds from equity and debt financings, as well as cash flows from its operations. Strategy provides industry-leading AI-powered enterprise analytics software and is committed to digital asset growth and technological innovation.

The market has reacted to these announcements by moving the company's shares 2.0% to a price of $325.16. Check out the company's full 8-K submission here.

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