MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced that, on June 18, 2024, it completed its previously
announced offering of 2.25% convertible senior notes due 2032 (the
“notes”). The aggregate principal amount of the notes sold in the
offering was $800 million, which includes $100 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 June 17, 2024 and which additional
purchase was completed on June 18, 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 2.25% per annum, payable
semi-annually in arrears on June 15 and December 15 of each year,
beginning on December 15, 2024. The notes will mature on June 15,
2032, unless earlier repurchased, redeemed or converted in
accordance with their terms. Subject to certain conditions, on or
after June 20, 2029, 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 June 15, 2029 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 December 15, 2031, 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 0.4894 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 $2,043.32 per share. This represents a premium of
approximately 35% over the U.S. composite volume weighted average
price of MicroStrategy’s class A common stock from 9:30 a.m.
through 4:00 p.m. Eastern Daylight Time on Thursday, June 13, 2024,
which was $1,513.46. The conversion rate is subject to adjustment
upon the occurrence of certain events.
The net proceeds from the sale of the notes were approximately
$786.0 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 acquire additional bitcoin and for general corporate
purposes.
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.
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. 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 May 1, 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/20240620054181/en/
MicroStrategy Incorporated Shirish Jajodia Investor Relations
ir@microstrategy.com
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