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Announcement of MicroStrategy's Convertible Senior Notes Offering (Continued)

Jun 14, 2024

The recent announcement by MicroStrategy reveals the specifics of its $700 million offering of 2.25% convertible senior notes due in 2032, designed to enhance the company's financial situation and attract institutional investors. Qualified institutional buyers are the target audience under Rule 144A of the Securities Act of 1933, with the opportunity for first purchasers to acquire an extra $100 million in notes within 13 days following the issuance. Initially set at $500 million, the offering expanded to $700 million, permitting original buyers to purchase an additional $100 million in notes. The closing of the offering is scheduled for June 17, 2024, subject to typical closing conditions. MicroStrategy holds the ability to initiate the redemption of these notes starting June 20, 2029, under specific conditions, particularly if the company's stock price exceeds 130% of the conversion price within a predefined time window. Holders have the option to request the repurchase of notes on June 15, 2029, or in case of significant changes. The notes can be converted into cash, shares of MicroStrategy's class A common stock, or a combination of both, with an initial conversion rate of 0.4894 shares per $1,000 principal amount and a conversion price of approximately $2,043.32 per share, representing a 35% premium over the recent average stock price. Estimated net proceeds are projected at around $687.8 million, potentially reaching $786 million with full exercise of the option. The allocation of these funds is intended for increasing Bitcoin holdings and general corporate uses, aligning with MicroStrategy's consistent utilization of convertible debt for Bitcoin investments and reinforcing its dedication to Bitcoin as a primary treasury asset.

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