MicroStrategy, a software company, has completed the offering of $3 billion in 0% convertible senior notes due in 2029. The offering included an option for initial purchasers to buy an additional $400 million in notes. The notes, issued exclusively to qualified institutional buyers, are unsecured and mature on December 1, 2029, unless redeemed, repurchased, or converted earlier.

They bear no regular interest and their principal does not accrete. MicroStrategy may redeem the notes beginning December 4, 2026, if specific conditions are met, including the company’s class A common stock reaching at least 130% of the conversion price. The notes carry a conversion price of $672.40 per share, which is 55% higher than the volume-weighted average price recorded on November 19, 2024.

Holders of the notes may require MicroStrategy to repurchase them in 2028 or upon specific events classified as a “fundamental change” under the notes’ terms. Net proceeds from the sale, approximately $2.97 billion after expenses, are intended for Bitcoin acquisition and general corporate purposes.

MicroStrategy plans to integrate Bitcoin into its financial and operational ecosystem and will use proceeds from this offering to expand its Bitcoin holdings while advancing its enterprise analytics and AI-powered software solutions.

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