From Nasdaq
February 24, 2025 4:05 PM:

MicroStrategy Incorporated (MSTR) completes a $2 billion private offering of 0 percent convertible senior notes due 2030, exclusively for qualified institutional buyers. Initial purchasers have an option to acquire an additional $300 million within five business days of issuance. Notes do not bear interest and mature on March 1, 2030.

The initial conversion rate for the notes is 2.3072 shares per $1,000 principal, with a conversion price of approximately $433.43 per share—a 35 percent premium over the stock’s average price on February 19, 2025. MicroStrategy may settle conversions in cash, Class A common stock, or a combination of both.

MicroStrategy has the option to redeem the notes for cash starting March 5, 2027, under specific conditions. If a “fundamental change” occurs, noteholders can require the company to repurchase their notes for cash. MicroStrategy raised $1.99 billion from the offering, intending to use the proceeds for general corporate purposes, including bitcoin acquisitions and working capital.

The notes and any Class A common stock issued upon conversion have not been registered under securities laws and cannot be offered or sold in the U.S. without registration or an applicable exemption. The offering was conducted solely through a private offering memorandum. MSTR closed at $282.48 on Monday, down 5.74%, and is trading at $283.18, up 0.25%, in after-hours trading on the Nasdaq Global Select Market.

Read more at Nasdaq: MicroStrategy Closes $2 Bln 0% Convertible Notes Offering