MicroStrategy, a leading business intelligence and Bitcoin development company, has announced a proposed private offering of $700 million of convertible senior notes due 2028. The offering will be made to institutional buyers under Rule 144A under the Securities Act. The company also plans to grant buyers an option to purchase up to an additional $105 million of notes.
JUST IN: MicroStrategy Raises $700 Million "to acquire extra #bitcoin" and exchange Senior Secured Notes. photo.twitter.com/2VV9PMkEd6
— Bitcoin Magazine (@BitcoinMagazine) September 16, 2024
The notes are senior, unsecured obligations of MicroStrategy that bear interest semi-annually and mature in September 2028. Holders of these notes may, at the company’s option, convert them into cash, shares of MicroStrategy’s Class A common stock, or a combination of both. Terms of conversion will be determined at the time of pricing.
MicroStrategy plans to use the proceeds to redeem all $500 million of its existing 6.125% Senior Secured Notes due 2028. The remaining proceeds will be allocated to the purchase of 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 redemption of the Senior Secured Notes being contingent upon the closing and settlement of the sale of the notes,” MicroStrategy said. “Upon redemption of the Senior Secured Notes, all collateral backing the Senior Secured Notes, including approximately 69,080 bitcoins, will be released.”
The offering is subject to market conditions, with no guarantee as to the timing or conditions of completion. The notes will not be available for public sale, maintaining their private status under the Securities Act.