8 months ago
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This offering will not be available for purchase in the US due to legal restrictions.
MicroStrategy, the tech giant known for its substantial Bitcoin investments, has announced its plans to offer $600 million in convertible senior notes due in 2030, according to a press release published today. This private offering targets qualified institutional buyers, leveraging Rule 144A under the Securities Act of 1933. The company also plans to provide an option to purchase up to an additional $90 million in notes shortly after the initial issuance.
The notes, set to mature on March 15, 2030, will be unsecured senior obligations of MicroStrategy, accruing interest payable semi-annually. Under certain conditions, the firm may redeem the notes for cash post-March 2027. Noteholders will have the right to demand MicroStrategy repurchase their notes in September 2028. Conversion into cash, shares of MicroStrategy’s class A common stock, or a combination thereof, will be available under specific terms.
The primary objective of this strategic move is to acquire more Bitcoin, as noted in the press release. MicroStrategy has been a vocal advocate for Bitcoin. This offering, however, will not be registered under the Securities Act or any state securities laws, and as such, will not be offered or sold in the US without registration or an applicable exemption.
“MicroStrategy intends to use the net proceeds from the sale of the notes to acquire additional bitcoin and for general corporate purposes,” the press release wrote. “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. Any offer of the notes will be made only by means of a private offering memorandum.”
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