Software intelligence firm Microstrategy (Nasdaq: MSTR), now rebranded as Strategy, announced on Feb. 18 that it intends to offer $2 billion in convertible senior notes due 2030 in a private offering. The offering, subject to market conditions, will be made to qualified institutional buyers under Rule 144A of the Securities Act. The company explained:
Strategy intends to use the net proceeds from this offering for general corporate purposes, including the acquisition of bitcoin and for working capital.
These 0% interest-bearing notes will be senior, unsecured obligations of Strategy and will mature on March 1, 2030, unless repurchased, redeemed, or converted earlier. Investors will have the option to convert the notes into cash, shares of Strategy’s class A common stock, or a combination of both, at Strategy’s discretion. Additionally, the company has granted an option to initial purchasers to buy up to an additional $300 million in notes.
Strategy reserves the right to redeem the notes for cash, in whole or in part, on or after March 5, 2027, but only if its stock price exceeds 130% of the conversion price for a specified period. Furthermore, noteholders may require Strategy to repurchase the notes in the event of a fundamental corporate change or on March 1, 2028.
Microstrategy’s move aligns with its long-term vision as the world’s largest bitcoin treasury company, continuing its strategy of using equity and debt financing to accumulate bitcoin as its primary treasury reserve asset. While maintaining its leadership in AI-powered enterprise analytics, the company believes this approach offers investors diversified exposure to bitcoin through various financial instruments. As of Feb. 17, the company hodls 478,740 BTC acquired for $31.1 billion at $65,033 per bitcoin. Co-founder and Executive Chairman Michael Saylor remains a vocal advocate for bitcoin, projecting that its price could reach $13 million by 2045. His estimates range from a bullish case of $49 million to a bearish scenario of $3 million, reinforcing his view of bitcoin as the ultimate digital asset for long-term value creation.
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