MicroStrategy to Redeem $1.05B of 2027 Convertible Notes and Settle All Conversion Requests in Shares
25 January 2025 - 12:00AM
Business Wire
MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced that it delivered a notice of full redemption (the
“Notice”) to the trustee of MicroStrategy’s outstanding 0.0%
Convertible Senior Notes due 2027 (CUSIP No. 594972 AE1) (the
“Notes”). The aggregate principal amount of the Notes being
redeemed is approximately $1.05 billion, which is equal to the
current aggregate principal amount of Notes outstanding and held by
investors. The Notice calls for the redemption of all of the
outstanding Notes (the “Redemption”) on February 24, 2025 (the
“Redemption Date”), at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed, plus accrued and
unpaid special interest, if any, to but excluding the Redemption
Date, unless earlier converted.
As a result of the delivery of the Notice, at any time prior to
5:00 p.m., New York City time, on February 20, 2025, the Notes are
convertible, at the option of the holders of the Notes, at the
applicable conversion rate of 7.0234 shares of MicroStrategy’s
class A common stock per $1,000 principal amount (reflecting a
conversion price of $142.38 per share).
In the event that any holder delivers a conversion notice as
provided in the indenture related to the Notes, MicroStrategy has
elected to satisfy its conversion obligation with respect to each
$1,000 principal amount of Notes by delivering solely shares of its
class A common stock, together with cash in lieu of any fractional
shares.
To convert Notes, a holder must comply with the procedures set
forth in the indenture governing the Notes, including electronic
presentation and surrender of its Notes for conversion through the
facilities of DTC.
This press release shall not constitute a notice of redemption
of the Notes. Information concerning the terms and conditions of
the Redemption is described in the notice distributed to holders of
the Notes by the trustee under the indenture governing the Notes.
This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes and shall not constitute
an offer, solicitation, or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.
About MicroStrategy Incorporated
MicroStrategy (Nasdaq: MSTR) is the world's first and largest
Bitcoin Treasury Company. We are a publicly traded company that has
adopted Bitcoin as our primary treasury reserve asset. By using
proceeds from equity and debt financings, as well as cash flows
from our operations, we strategically accumulate Bitcoin and
advocate for its role as digital capital. Our treasury strategy is
designed to provide investors varying degrees of economic exposure
to Bitcoin by offering a range of securities, including equity and
fixed-income instruments. In addition, we provide industry-leading
AI-powered enterprise analytics software, advancing our vision of
Intelligence Everywhere. We leverage our development capabilities
to explore innovation in Bitcoin applications, integrating
analytics expertise with our commitment to digital asset growth. We
believe our combination of operational excellence, strategic
Bitcoin reserve, and focus on technological innovation positions us
as a leader in both the digital asset and enterprise analytics
sectors, offering a unique opportunity for long-term value
creation.
MicroStrategy, MicroStrategy AI, Intelligence Everywhere,
Intelligent Enterprise, and MicroStrategy Library are either
trademarks or registered trademarks 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 outcome of the
Redemption. 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 Redemption and 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 October 31, 2024 and in MicroStrategy’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 6, 2025, 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 Shirish Jajodia Corporate Treasurer
ir@microstrategy.com
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