The company disclosed that it plans to offer the notes privately to qualified institutional buyers under Rule 144A of the Securities Act. Initially proposed at $1.75 billion, the offering expanded to $2.6 billion. Additionally, buyers may purchase up to $400 million more, potentially boosting proceeds to $3 billion. The deal is expected to close Nov. 21, subject to customary closing conditions.
The unsecured notes, maturing Dec. 1, 2029, will not accrue interest. Conversion options, available under specific conditions until June 2029, allow holders to convert into cash, shares of the company’s class A common stock, or a combination of both. The initial conversion rate is set at 1.4872 shares per $1,000 note, equating to a $672.40 conversion price—a 55% premium over the stock’s Nov. 19 price.
Microstrategy investors can demand redemption at face value on June 1, 2028, or if significant corporate changes occur. Microstrategy, starting December 2026, may also redeem the notes under certain market conditions, ensuring at least $75 million remains outstanding. The company further said it estimates net proceeds of $2.58 billion, which could increase to $2.97 billion if the additional options are exercised. Funds are earmarked primarily for purchasing bitcoin (BTC) reserves and for general corporate purposes.
Known for its bitcoin-focused strategy, Microstrategy continues to position itself as a leader in digital assets and enterprise analytics. It noted these notes, like previous offerings, are unregistered and subject to U.S. securities law restrictions. At press time, at 11 a.m. Eastern Time on Wednesday, Microstrategy’s stock MSTR is up more than 15% against the U.S. dollar.
