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MicroStrategy | 8-K: MicroStrategy Announces Proposed Private Placement of $800 Million Convertible Senior Notes Due 2032

SEC announcement ·  Jun 20 20:07
Summary by Futu AI
On June 18, 2024, MicroStrategy Incorporated completed its private offering of 2.25% convertible senior notes due 2032, raising $800 million, which included $100 million from an option exercised by initial purchasers. The offering, under a purchase agreement with Barclays Capital Inc. dated June 13, 2024, targeted qualified institutional buyers per Rule 144A of the Securities Act of 1933. The net proceeds, approximately $786 million after expenses, are earmarked for bitcoin acquisition and general corporate purposes. The notes, maturing on June 15, 2032, are senior unsecured obligations with semiannual interest payments starting December 15, 2024. They are convertible into MicroStrategy's class A common stock at an initial rate of 0.4894 shares per $1,000 principal amount, representing a 35% premium over the stock's volume weighted average price as of June 13, 2024. The notes are not redeemable by the company...Show More
On June 18, 2024, MicroStrategy Incorporated completed its private offering of 2.25% convertible senior notes due 2032, raising $800 million, which included $100 million from an option exercised by initial purchasers. The offering, under a purchase agreement with Barclays Capital Inc. dated June 13, 2024, targeted qualified institutional buyers per Rule 144A of the Securities Act of 1933. The net proceeds, approximately $786 million after expenses, are earmarked for bitcoin acquisition and general corporate purposes. The notes, maturing on June 15, 2032, are senior unsecured obligations with semiannual interest payments starting December 15, 2024. They are convertible into MicroStrategy's class A common stock at an initial rate of 0.4894 shares per $1,000 principal amount, representing a 35% premium over the stock's volume weighted average price as of June 13, 2024. The notes are not redeemable by the company before June 20, 2029, but holders can require repurchase on June 15, 2029, or upon a fundamental change. The notes and any class A common stock issued upon conversion have not been registered under the Securities Act and are subject to restrictions on resale. MicroStrategy, identifying as the world's first Bitcoin development company, plans to continue its bitcoin investment strategy alongside its enterprise analytics software business.

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