MicroStrategy Announces Proposed Private Offering of $500 Million of Convertible Senior Notes
June 13 2024 - 6:35AM
Business Wire
MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced that it intends to offer, subject to market
conditions and other factors, $500 million aggregate principal
amount of convertible senior notes due 2032 (the “notes”) in a
private offering to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). MicroStrategy also
expects to grant to the initial purchasers of the notes an option
to purchase, within a 13-day period beginning on, and including,
the date on which the notes are first issued, up to an additional
$75 million aggregate principal amount of the notes. The offering
is subject to market and other conditions, and there can be no
assurance as to whether, when or on what terms the offering may be
completed.
The notes will be unsecured, senior obligations of MicroStrategy
and will bear interest payable semi-annually in arrears on June 15
and December 15 of each year, beginning on December 15, 2024. The
notes will mature on June 15, 2032, unless earlier repurchased,
redeemed or converted in accordance with their terms. Subject to
certain conditions, on or after June 20, 2029, MicroStrategy may
redeem for cash all or any portion of the notes. If MicroStrategy
redeems fewer than all the outstanding notes, at least $75 million
aggregate principal amount of notes must be outstanding and not
subject to redemption as of the relevant redemption notice date.
Holders of the notes will have the right to require MicroStrategy
to repurchase for cash all or any portion of their notes on June
15, 2029. The notes will be convertible into cash, shares of
MicroStrategy’s class A common stock, or a combination of cash and
shares of MicroStrategy’s class A common stock, at MicroStrategy’s
election. Prior to December 15, 2031, the notes will be convertible
only upon the occurrence of certain events and during certain
periods, and thereafter, at any time until the second scheduled
trading day immediately preceding the maturity date. The interest
rate, initial conversion rate, and other terms of the notes will be
determined at the time of pricing of the offering. MicroStrategy
expects that the reference price used to calculate the initial
conversion price for the notes will be the U.S. composite volume
weighted average price of MicroStrategy’s class A common stock from
9:30 AM through 4:00 PM EDT on the date of pricing.
MicroStrategy intends to use the net proceeds from the sale of
the notes to acquire additional bitcoin and for general corporate
purposes.
The notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act. The offer and sale of the notes and the
shares of MicroStrategy’s class A common stock issuable upon
conversion of the notes, if any, have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction, and the notes and any such shares may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements. Any offer
of the notes will be made only by means of a private offering
memorandum.
This press release shall not constitute an offer to sell, or a
solicitation of an offer to buy the notes, nor shall there be any
sale of, the notes in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful under the securities
laws of any such state or jurisdiction.
About MicroStrategy Incorporated
MicroStrategy (Nasdaq: MSTR) considers itself the world’s first
Bitcoin development company. We are a publicly-traded operating
company committed to the continued development of the bitcoin
network through our activities in the financial markets, advocacy
and technology innovation. As an operating business, we are able to
use cashflows as well as proceeds from equity and debt financings
to accumulate bitcoin, which serves as our primary treasury reserve
asset. We also develop and provide industry-leading AI-powered
enterprise analytics software that promotes our vision of
Intelligence Everywhere, and are using our software development
capabilities to develop bitcoin applications. We believe that the
combination of our operating structure, bitcoin strategy and focus
on technology innovation provides a unique opportunity for value
creation.
MicroStrategy and Intelligence Everywhere are either trademarks
or registered trademarks of MicroStrategy Incorporated in the
United States and certain other countries.
Statements in this press release about future expectations,
plans, and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements relating to the size and timing
of the offering, the anticipated use of any proceeds from the
offering, and the terms of the notes. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would,” and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including the uncertainties related to market conditions
and the completion of the offering on the anticipated terms or at
all, the other factors discussed in the “Risk Factors” section of
MicroStrategy’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 1, 2024, and the risks
described in other filings that MicroStrategy may make with the
Securities and Exchange Commission. Any forward-looking statements
contained in this press release speak only as of the date hereof,
and MicroStrategy specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new
information, future events, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240613721461/en/
MicroStrategy Incorporated Shirish Jajodia Investor Relations
ir@microstrategy.com
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