MicroStrategy Completes $603.75 Million Offering of 0.875% Convertible Senior Notes Due 2031

Rhea-AI Summary

MicroStrategy completes a $603.75 million offering of 0.875% convertible senior notes due 2031, using the net proceeds to acquire additional bitcoin. The notes are unsecured, senior obligations of MicroStrategy, convertible into cash, shares of MicroStrategy’s class A common stock, or a combination of both.

Insights

Financial Analyst

The completion of MicroStrategy's offering of convertible senior notes has implications for both the company's capital structure and its investment strategy. The successful exercise of the option to purchase additional notes, totaling $603.75 million, indicates a strong demand from qualified institutional buyers. This demand reflects investor confidence in MicroStrategy's long-term prospects, despite the relatively low interest rate of 0.875% per annum, which is below the current inflation rate, suggesting investors are seeking exposure to the company's future growth rather than high current income.

Furthermore, the use of proceeds to acquire additional bitcoin is a strategic move that aligns with MicroStrategy's known bullish stance on cryptocurrency as a long-term investment. However, this strategy introduces a significant risk factor due to the volatility of bitcoin's price. Investors should consider the potential impact of this decision on the company's balance sheet and earnings volatility. The convertible nature of the notes also adds potential dilution of existing shareholders' equity, which should be factored into the valuation of the company's stock.

Market Research Analyst

MicroStrategy's decision to issue convertible notes at a 40% premium to the recent volume weighted average price (VWAP) of their class A common stock is a strategic pricing choice. This premium is notably higher than typical market premiums for convertible notes, which often range from 20% to 30%. Such a premium could be indicative of MicroStrategy's confidence in their stock's performance or a necessity to incentivize investment given the unconventional use of proceeds for bitcoin acquisition.

It's important to monitor the conversion rate adjustments, as they can affect the potential dilution and stock price in the future. The conditions for conversion and redemption rights provided to note holders are standard mechanisms that protect their investment, but they also create potential future cash outflows for the company, which could affect its financial stability especially if the price of bitcoin does not perform as expected.

Cryptocurrency Analyst

MicroStrategy's aggressive accumulation of bitcoin using proceeds from the convertible note offering is a continuation of its strategy to leverage its balance sheet for cryptocurrency investment. This move signals to the market a strong belief in the long-term appreciation of bitcoin. However, it's important to acknowledge the risk this poses due to bitcoin's historical price volatility. The company's performance is now even more closely tied to the cryptocurrency market, which could lead to significant fluctuations in its stock price.

Investors should also be aware of the regulatory environment surrounding digital assets, as changes could impact the valuation of MicroStrategy's bitcoin holdings. The company's approach is unconventional and contrasts with typical corporate treasury strategies that prioritize liquidity and low volatility assets. This could lead to a reevaluation of the company's risk profile by investors and analysts alike.

TYSONS CORNER, Va.--(BUSINESS WIRE)-- MicroStrategy^® Incorporated (Nasdaq: MSTR) (“MicroStrategy”) today announced that, on March 18, 2024, it completed its previously announced offering of 0.875% convertible senior notes due 2031 (the “notes”). The aggregate principal amount of the notes sold in the offering was $603.75 million, which includes $78.75 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 are first issued, which the initial purchasers exercised in full on March 15, 2024 and which additional purchase was also completed on March 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 0.875% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2024. The notes will mature on March 15, 2031, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after March 22, 2028, 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, 2028 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 September 15, 2030, 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 0.4297 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 $2,327.21 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 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on Thursday, March 14, 2024, which was $1,662.1999. The conversion rate is subject to adjustment upon the occurrence of certain events.

The net proceeds from the sale of the notes were approximately $592.3 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by MicroStrategy.

MicroStrategy used the net proceeds from the sale of the notes to acquire additional bitcoin.

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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 15, 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/20240319440023/en/

MicroStrategy Incorporated

Shirish Jajodia

Investor Relations

ir@microstrategy.com

Source: MicroStrategy Incorporated

FAQ

What was the aggregate principal amount of the notes sold in the offering by MicroStrategy?

The aggregate principal amount of the notes sold in the offering was $603.75 million.

What is the interest rate on the notes issued by MicroStrategy?

The notes issued by MicroStrategy bear interest at a rate of 0.875% per annum, payable semi-annually.

When do the notes issued by MicroStrategy mature?

The notes issued by MicroStrategy will mature on March 15, 2031, unless earlier repurchased, redeemed, or converted.

How can the notes issued by MicroStrategy be converted?

The notes issued by MicroStrategy are convertible into cash, shares of MicroStrategy’s class A common stock, or a combination of both.

What did MicroStrategy use the net proceeds from the sale of the notes for?

MicroStrategy used the net proceeds from the sale of the notes to acquire additional bitcoin.