MicroStrategy Incorporated (Nasdaq: MSTR) has closed on an offering of $650 million of 0.750% convertible senior notes due 2025. Previously announced, MicroStrategy boosted the sale by $100 million as qualified institutional buyers purchased above the original amount. MicroStrategy estimates that the net proceeds from the sale of the notes will be approximately $634.9 million. The notes were sold in a private offering to “qualified institutional buyers.” MicroStrategy intends to invest the net proceeds from the sale of the notes in Bitcoin in accordance with its Treasury Reserve Policy pending the identification of working capital needs and other general corporate purposes.
Subject to certain conditions, on or after December 20, 2023, MicroStrategy may redeem for cash all or a 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.
Holders of notes may require MicroStrategy to repurchase their notes 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.
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. The conversion rate for the notes is initially 2.5126 shares of MicroStrategy class A common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $397.99 per share. This represents a premium of approximately 37.5% over the last reported sale price of $289.45 per share of MicroStrategy class A common stock on The Nasdaq Global Select Market on December 8, 2020.
Shares of MicroStrategy closed lower today but considerably higher than the beginning of 2020.