MicroStrategy Announces Pricing of Private Offering of Senior Secured Notes
09 June 2021 - 6:50AM
Business Wire
MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced the pricing of its offering of $500 million
aggregate principal amount of senior secured notes due 2028 (the
“notes”), which will bear interest at an annual rate of 6.125%. The
notes will be sold in a private offering to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the “Securities Act”) and to persons outside of the
United States in compliance with Regulation S under the Securities
Act. The offering is expected to close on June 14, 2021, subject to
satisfaction of customary closing conditions.
The notes will be fully and unconditionally guaranteed on a
senior secured basis, jointly and severally, by MicroStrategy
Services Corporation, a wholly owned subsidiary of MicroStrategy,
and certain subsidiaries of MicroStrategy that may be formed or
acquired after the closing of the offering. The notes and the
related guarantees will be secured, on a senior secured basis with
MicroStrategy’s existing and future senior indebtedness, by
security interests on substantially all of MicroStrategy’s and the
guarantors’ assets, including any bitcoins or other digital assets
acquired on or after the closing of the offering, but excluding
MicroStrategy’s existing bitcoins as well as bitcoins and digital
assets acquired with the proceeds from existing bitcoins.
MicroStrategy’s existing approximately 92,079 bitcoins will be held
by a newly formed subsidiary, MacroStrategy LLC.
MicroStrategy estimates that the net proceeds from the sale of
the notes and the related guarantees will be approximately $488
million, after deducting initial purchaser discounts and
commissions and estimated offering expenses payable by
MicroStrategy. MicroStrategy intends to use the net proceeds from
the sale of the notes to acquire additional bitcoin.
The notes and related guarantees are being offered and sold to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to persons outside of the United States in
compliance with Regulation S under the Securities Act. The offer
and sale of the notes and the related guarantees have not been and
will not be registered under the Securities Act or the securities
laws of any other jurisdiction, and the notes and the related
guarantees may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state securities laws. The offering of the notes and the related
guarantees is being made only by means of a private offering
memorandum.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the notes or any other securities,
nor shall there be any sale of the notes or the related guarantees
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful under the securities laws of any such state
or jurisdiction.
About MicroStrategy Incorporated
MicroStrategy (Nasdaq: MSTR) is the largest independent
publicly-traded analytics and business intelligence company. The
MicroStrategy analytics platform is consistently rated as the best
in enterprise analytics and is used by many of the world’s most
admired brands in the Fortune Global 500. We pursue two corporate
strategies: (1) grow our enterprise analytics software business to
promote our vision of Intelligence Everywhere and (2) acquire and
hold bitcoin, which we view as a dependable store of value
supported by a robust, public, open-source architecture untethered
to sovereign monetary policy.
MicroStrategy is a registered trademark of MicroStrategy
Incorporated in the United States and certain other countries.
Other product and company names mentioned herein may be the
trademarks of their respective owners.
Forward-Looking Statements
Statements in this press release about future expectations,
plans, and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute
“forward-looking statements” within the meaning of The Private
Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements relating to the estimated net
proceeds of the offering, the anticipated use of such net proceeds,
and the anticipated closing date. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,”
“target,” “will,” “would,” and similar expressions are intended to
identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Actual
results may differ materially from those indicated by such
forward-looking statements as a result of various important
factors, including the uncertainties related to market conditions,
the completion of the offering on the anticipated terms or at all,
and the satisfaction of closing conditions for the sale of the
notes and the related guarantees, the other factors discussed in
the “Risk Factors” section of MicroStrategy’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
April 29, 2021, and the risks described in other filings that
MicroStrategy may make with the Securities and Exchange Commission.
Any forward-looking statements contained in this press release
speak only as of the date hereof, and MicroStrategy specifically
disclaims any obligation to update any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
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MicroStrategy Incorporated Investor Relations
ir@microstrategy.com (703) 848-8600
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