MicroStrategy, a leading business intelligence and Bitcoin development company, has announced a proposed private offering of $700 million in convertible senior notes, due 2028. The offering will be made to institutional buyers under Rule 144A of the Securities Act. The company also plans to grant an option for purchasers to buy an additional $105 million of the notes.
The notes will be senior, unsecured obligations of MicroStrategy, bearing interest semi-annually and maturing in September 2028. Holders of these notes may convert them into cash, shares of MicroStrategy’s class A common stock, or a combination of both, at the company’s discretion. Conversion terms will be determined at the time of pricing.
MicroStrategy intends to use the proceeds to redeem all $500 million of its existing 6.125% Senior Secured Notes due in 2028. The remaining proceeds will be allocated to acquiring additional Bitcoin.
“On September 16, 2024, MicroStrategy issued a redemption notice pursuant to which the Senior Secured Notes will be redeemed on September 26, 2024 (the “Redemption Date”) at a redemption price equal to 103.063% of the principal amount, plus accrued and unpaid interest, if any, to but excluding the Redemption Date (approximately $523.8 million in the aggregate), with the redemption of the Senior Secured Notes contingent on the closing and settlement of the sale of the notes,” MicroStrategy stated. “Upon redemption of the Senior Secured Notes, all collateral securing the Senior Secured Notes, including approximately 69,080 bitcoins, will be released.”
The offer is subject to market conditions, with no guarantee on the timing or terms of completion. The notes will not be available for public sale, maintaining private status under the Securities Act.
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