Strategy™ (Nasdaq: MSTR) today announced that it intends to
offer, subject to market conditions and other factors, $2.0 billion
aggregate principal amount of its 0% convertible senior notes due
2030 (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”). Strategy also expects to grant to the initial purchasers of
the notes an option to purchase, for settlement within a period of
five business days from, and including, the date on which the notes
are first issued, up to an additional $300 million aggregate
principal amount of 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 senior, unsecured obligations of Strategy. The
notes will not bear regular interest, and the principal amount of
the notes will not accrete. The notes 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. Strategy will settle conversions by
paying or delivering, as applicable, cash, shares of its class A
common stock or a combination of cash and shares of its class A
common stock, at Strategy’s election.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Strategy’s option at any time,
and from time to time, on or after March 5, 2027 and on or before
the 20th scheduled trading day immediately before the maturity
date, but only if the last reported sale price per share of
Strategy’s class A common stock exceeds 130% of the conversion
price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid special
and additional interest, if any, to, but excluding, the redemption
date.
If certain corporate events that constitute a “fundamental
change” occur, then, subject to a limited exception, noteholders
may require Strategy to repurchase their notes for cash. The
repurchase price will be equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid special and additional
interest, if any, to, but excluding, the applicable repurchase
date. Unless certain conditions have been satisfied, noteholders
may require Strategy to repurchase their notes on March 1, 2028, at
a cash repurchase price equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid special and additional
interest, if any, to, but excluding, the repurchase date.
The initial conversion rate and other terms of the notes will be
determined at the pricing of the offering. Strategy 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 Strategy’s class A common stock from 1:30 p.m. through
4:00 p.m. Eastern Standard Time on the date of pricing.
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 persons reasonably believed to be
qualified institutional buyers and sold to qualified institutional
buyers in accordance with Rule 144A under the Securities Act. The
offer and sale of the notes and the shares of Strategy’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. There can be no assurances
that the offering of the notes will be completed as described
herein or at all.
Video Webinar
Strategy will be discussing the proposed convertible notes
offering on a live Video Webinar beginning at approximately 10:00
a.m. Eastern Standard Time on Wednesday, February 19, 2025. If you
are a qualified institutional buyer as defined in Rule 144A under
the Securities Act, and you would like to participate in this
proposed convertible notes offering and/or attend the Video
Webinar, please complete the investor survey, which can be accessed
at https://www.strategy.com/investor-relations/register. We or
parties on our behalf may request additional information to verify
your status as a qualified institutional buyer. Failure to provide
requested information may prevent you from participating in our
private offering of securities pursuant to Rule 144A under the
Securities Act. Access to the Video Webinar and completion of the
investor survey does not mean you will receive an allocation in
this proposed convertible notes offering.
About Strategy
MicroStrategy Incorporated d/b/a Strategy (Nasdaq: MSTR) is the
world’s first and largest Bitcoin Treasury Company. We are a
publicly traded company that has adopted Bitcoin as our primary
treasury reserve asset. By using proceeds from equity and debt
financings, as well as cash flows from our operations, we
strategically accumulate Bitcoin and advocate for its role as
digital capital. Our treasury strategy is designed to provide
investors varying degrees of economic exposure to Bitcoin by
offering a range of securities, including equity and fixed-income
instruments. In addition, we provide industry-leading AI-powered
enterprise analytics software, advancing our vision of Intelligence
Everywhere. We leverage our development capabilities to explore
innovation in Bitcoin applications, integrating analytics expertise
with our commitment to digital asset growth. We believe our
combination of operational excellence, strategic Bitcoin reserve,
and focus on technological innovation positions us as a leader in
both the digital asset and enterprise analytics sectors, offering a
unique opportunity for long-term value creation.
Strategy, MicroStrategy, and Intelligence Everywhere are either
trademarks or registered trademarks of MicroStrategy Incorporated
in the United States and certain other countries. Other product and
company names mentioned herein may be the trademarks of their
respective owners.
Forward-Looking Statements
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 securities being offered. 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
Strategy’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission on February 18, 2025 and the risks described in
other filings that Strategy 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 Strategy
specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250218897689/en/
Strategy Shirish Jajodia Corporate Treasurer ir@strategy.com
MicroStrategy (NASDAQ:MSTR)
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