MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced the pricing of its offering of $2.6 billion
aggregate principal amount of its 0% convertible senior notes due
2029 (the “notes”). The notes will be sold in a private offering
only 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”) and to certain non-U.S. persons
in transactions outside the United States in compliance with
Regulation S under the Securities Act. MicroStrategy also granted
to the initial purchasers of the notes an option to purchase,
within a 3-day period beginning on, and including, the date on
which the notes are first issued, up to an additional $400 million
aggregate principal amount of the notes. The offering was upsized
from the previously announced offering of $1.75 billion aggregate
principal amount of notes. The offering is expected to close on
November 21, 2024, subject to satisfaction of customary closing
conditions.
The notes will be unsecured, senior obligations of
MicroStrategy. The notes will not bear regular interest, and the
principal amount of the notes will not accrete. The notes will
mature on December 1, 2029, unless earlier repurchased, redeemed or
converted in accordance with their terms. Subject to certain
conditions, on or after December 4, 2026, MicroStrategy may redeem
for cash all or any portion of the notes at a redemption price
equal to 100% of the principal amount of the notes to be redeemed,
plus accrued and unpaid special interest, if any, to, but
excluding, the redemption date, if the last reported sale price of
MicroStrategy’s class A common stock has been at least 130% of the
conversion price then in effect for a specified period of time
ending on the trading day immediately before the date the notice of
redemption is sent. 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 notes may require MicroStrategy to repurchase for
cash all or any portion of their notes on June 1, 2028 or upon the
occurrence of certain events that constitute a fundamental change
under the indenture governing the notes at a repurchase price equal
to 100% of the principal amount of the notes to be repurchased,
plus any accrued and unpaid special interest to, but excluding, the
date of repurchase. In connection with certain corporate events or
if MicroStrategy calls any note for redemption, it will, under
certain circumstances, be required to increase the conversion rate
for holders who elect to convert their notes in connection with
such corporate event or notice of redemption.
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 June 1, 2029, 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 conversion rate for the notes will initially be 1.4872
shares of MicroStrategy’s class A common stock per $1,000 principal
amount of notes, which is equivalent to an initial conversion price
of approximately $672.40 per share. The initial conversion price of
the notes represents a premium of approximately 55% over the U.S.
composite volume weighted average price of MicroStrategy’s class A
common stock from 1:30 p.m. through 4:00 p.m. Eastern Standard Time
on November 19, 2024, which was $433.7997. The conversion rate will
be subject to adjustment upon the occurrence of certain events.
MicroStrategy estimates that the net proceeds from the sale of
the notes will be approximately $2.58 billion (or approximately
$2.97 billion if the initial purchasers exercise in full their
option to purchase additional notes), after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses payable by MicroStrategy.
MicroStrategy intends to use the net proceeds from the offering
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 in accordance with
Rule 144A under the Securities Act and to certain non-U.S. persons
in transactions outside the United States in compliance with
Regulation S 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. The
offering of the notes is being 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.
About MicroStrategy Incorporated
MicroStrategy (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.
MicroStrategy, MicroStrategy AI, Intelligence Everywhere,
Intelligent Enterprise, and MicroStrategy Library 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 estimated net
proceeds of the offering, the anticipated use of such net proceeds,
and the anticipated closing date. 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 uncertainties related to the satisfaction of closing
conditions for the sale of the notes, 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
October 31, 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/20241120130094/en/
MicroStrategy Incorporated Shirish Jajodia Corporate Treasurer
ir@microstrategy.com
MicroStrategy (NASDAQ:MSTR)
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