Strategy Inc (MSTR): debt financing — MicroStrategy closes $800M 0.625% convertible note offering, net proceeds used to buy Bitcoin

Strategy Inc

Aggregate principal of $800M, including $100M from full exercise of initial purchasers' option.
Net proceeds of ~$782M after discounts and expenses; used to acquire additional bitcoin.
Notes mature March 2030, 0.625% semiannual coupon, convertible at ~$1,497.68/share (42.5% premium).
Conversion rate 0.6677 shares per $1,000 principal; company may settle in cash, stock, or combination.
Company may redeem from March 2027 if stock price ≥130% of conversion price for 20 of 30 trading days.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Strategy Inc incurred senior notes of $800 million with U.S. Bank Trust Company, National Association at 0.625% per year maturing March 15, 2030.

Instrument: senior notes
Principal: $800 million
Counterparty: U.S. Bank Trust Company, National Association
Rate: 0.625% per year
Maturity: March 15, 2030
Event: incurrence

Exact text from the filing

buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the notes sold in the offering was $800 million, which includes $100 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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Strategy Inc entered into Purchase Agreement with Citigroup Global Markets Inc., as representative of the several initial purchasers named therein valued at $800 million (effective 2024-03-05).

Action: entry
Agreement: underwriting
Counterparty: Citigroup Global Markets Inc., as representative of the several initial purchasers named therein
Value: $800 million
Effective: 2024-03-05

Exact text from the filing

The notes were sold under a purchase agreement, dated as of March 5, 2024, entered into by and between the Company and Citigroup Global Markets Inc., as representative of the several initial purchasers named therein (the “Initial Purchasers”), for resale to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Strategy Inc entered into Indenture with U.S. Bank Trust Company, National Association valued at $800 million (effective 2024-03-08).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $800 million
Effective: 2024-03-08

Exact text from the filing

On March 8, 2024, the Company entered into an indenture (the “Indenture”) with respect to the notes with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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299 debt financings filed in the last 30 days. Browse all debt financings →

Strategy Inc filing history →

Source: SEC EDGAR

accession 0001193125-24-064321

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