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MicroStrategy | 8-K: Microstrategy Completes $603.75 Million Offering of 0.875% Convertible Senior Notes Due 2031

SEC announcement ·  Mar 19 08:06
Summary by Moomoo AI
On March 18, 2024, MicroStrategy Incorporated completed a private offering of 0.875% convertible senior notes due 2031, raising an aggregate principal amount of $603.75 million. This includes $78.75 million from an option exercised by initial purchasers on March 15, 2024. The offering was made to qualified institutional buyers under Rule 144A of the Securities Act of 1933. After deducting initial purchasers' discounts, commissions, and estimated offering expenses, the net proceeds were approximately $592.3 million. MicroStrategy intends to use the net proceeds to purchase additional bitcoin. The notes, which are senior unsecured obligations, will bear interest semiannually and will mature on March 15, 2031, unless earlier converted, redeemed, or repurchased. They are convertible into MicroStrategy's class A common stock at an initial rate of 0.4297 shares per $1,000 principal amount, representing a 40% premium over the...Show More
On March 18, 2024, MicroStrategy Incorporated completed a private offering of 0.875% convertible senior notes due 2031, raising an aggregate principal amount of $603.75 million. This includes $78.75 million from an option exercised by initial purchasers on March 15, 2024. The offering was made to qualified institutional buyers under Rule 144A of the Securities Act of 1933. After deducting initial purchasers' discounts, commissions, and estimated offering expenses, the net proceeds were approximately $592.3 million. MicroStrategy intends to use the net proceeds to purchase additional bitcoin. The notes, which are senior unsecured obligations, will bear interest semiannually and will mature on March 15, 2031, unless earlier converted, redeemed, or repurchased. They are convertible into MicroStrategy's class A common stock at an initial rate of 0.4297 shares per $1,000 principal amount, representing a 40% premium over the stock's volume weighted average price as of March 14, 2024. The notes are not redeemable by the company before March 22, 2028, but post that date, they may be redeemed at the company's option under certain conditions. Holders have the right to require MicroStrategy to repurchase the notes on September 15, 2028, or upon a fundamental change. The notes and the shares of class A common stock issuable upon their conversion have not been registered under the Securities Act and may not be offered or sold in the U.S. without registration or an applicable exemption. The completion of the offering was announced in a press release on March 19, 2024.

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