MicroStrategy Announces Intention to Offer $2.6 Billion in Convertible Senior Notes

MicroStrategy Incorporated declared in an 8-K filing on November 18, 2024, its plan to offer $1.75 billion in convertible senior notes due 2029, subject to market conditions. The notes will be offered in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons in compliance with Regulation S under the Securities Act. Additionally, the company granted initial purchasers an option to acquire up to an additional $250 million of the notes within a 3-day period beginning on the issuance date.

On November 20, 2024, the company priced a private offering of $2.6 billion in convertible senior notes, an increase from the initial offer. The notes will be sold to qualified institutional buyers and non-U.S. persons, with an option for initial purchasers to buy an additional $400 million of notes within a 3-day period post-issuance. The offering is expected to close on November 21, 2024, pending customary closing conditions.

Proceeds from the offering are estimated to be approximately $2.58 billion, with potential to reach $2.97 billion if the initial purchasers exercise their additional notes option. MicroStrategy intends to utilize the net proceeds to procure more bitcoin and for general corporate purposes.

The company advised that the offering was not a solicitation to buy notes in certain jurisdictions where it might be deemed unlawful under securities laws.

Regarding forward-looking statements, the company disclosed that any projections are subject to uncertainties related to market conditions and completion of the offering, among other factors. MicroStrategy pledged to provide updates on forward-looking statements as necessary.

The full text of the 8-K filing, including the details of the offering, is available on the SEC’s website for further review.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read MicroStrategy’s 8K filing here.

MicroStrategy Company Profile

MicroStrategy Incorporated provides artificial intelligence-powered enterprise analytics software and services in the United States, Europe, the Middle East, Africa, and internationally. It offers MicroStrategy ONE, which provides non-technical users with the ability to directly access novel and actionable insights for decision-making; and MicroStrategy Cloud for Government service, which offers always-on threat monitoring that meets the rigorous technical and regulatory needs of governments and financial institutions.