MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced that, on September 19, 2024, it completed its
previously announced offering of 0.625% convertible senior notes
due 2028 (the “notes”). The aggregate principal amount of the notes
sold in the offering was $1.01 billion, which includes $135 million
aggregate principal amount of notes issued pursuant to an option to
purchase, within a 13-day period beginning on, and including, the
date on which the notes were first issued, granted to the initial
purchasers under the purchase agreement, which the initial
purchasers exercised in full on September 18, 2024 and which
additional purchase was completed on September 19, 2024. The notes
were sold 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”).
The notes are unsecured, senior obligations of MicroStrategy,
and bear interest at a rate of 0.625% per annum, payable
semi-annually in arrears on March 15 and September 15 of each year,
beginning on March 15, 2025. The notes will mature on September 15,
2028, unless earlier repurchased, redeemed or converted in
accordance with their terms. Subject to certain conditions, on or
after December 20, 2027, 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 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 their
notes on September 15, 2027 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 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 are 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 March 15, 2028, the notes are 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 is initially 5.4589 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 $183.19 per share. This represents a premium of
approximately 40% over the U.S. composite volume weighted average
price of MicroStrategy’s class A common stock from 1:00 p.m.
through 4:00 p.m. Eastern Daylight Time on September 17, 2024,
which was $130.8477. The conversion rate is subject to adjustment
upon the occurrence of certain events.
The net proceeds from the sale of the notes were approximately
$997.4 million, after deducting the initial purchasers’ discounts
and commissions and estimated offering expenses payable by
MicroStrategy.
MicroStrategy intends to use the net proceeds from the sale of
the notes to redeem in full all $500.0 million outstanding
aggregate principal amount of MicroStrategy’s 6.125% Senior Secured
Notes due 2028 (the “Senior Secured Notes”) and to use any balance
of the net proceeds to acquire additional bitcoin and for general
corporate purposes. 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. Upon redemption of
the Senior Secured Notes, all collateral securing the Senior
Secured Notes, including approximately 69,080 bitcoins, will be
released.
The notes were 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. The offering of the
notes was 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. This press release is not a
notice of redemption with respect to the Senior Secured Notes, and
any redemption will be or has been made in accordance with the
terms of the indenture governing the Senior Secured Notes. There
can be no assurances that the redemption of the Senior Secured
Notes will be completed as described herein or at all.
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.
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 and the anticipated use of such net
proceeds, including the anticipated redemption of the Senior
Secured 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 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 August 6, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240920626906/en/
MicroStrategy Incorporated Shirish Jajodia Investor Relations
ir@microstrategy.com
MicroStrategy (NASDAQ:MSTR)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
MicroStrategy (NASDAQ:MSTR)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024
