The largest bitcoin treasury company, Strategy, has announced the pricing of its $2 billion convertible notes, which will be offered to major institutional investors.
Issuance Parameters and Offering Conditions
Strategy is selling its convertible notes via a private offering under Rule 144A of the Securities Act. The offering is set to close tomorrow if all conditions are met. Investors have been granted an option to purchase an additional $300 million in notes within five business days after issuance.
Conversion Rights and Terms
These notes are unsecured, will not pay interest, and will maintain their value over time. The maturity date is March 1, 2030, unless converted, repurchased, or redeemed earlier. Investors can convert the notes before December 3, 2029, if certain conditions are met, and after this date, they can convert at any time until two trading days before maturity.
Use of Funds and Legal Aspects
The company intends to use the proceeds for general corporate purposes, including acquiring bitcoin and providing working capital. Since the notes are issued under Rule 144A, they are not registered under U.S. securities laws. They can only be sold under specific legal exemptions.
Strategy estimates it will raise between $1.99 billion and $2.28 billion depending on the take-up of additional notes. The proceeds will be funneled towards corporate needs and further development.
