MicroStrategy Announces Proposed Private Offering of $400 Million of Senior Secured Notes
June 07 2021 - 8:30AM
Business Wire
MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced that it intends to offer, subject to market
conditions and other factors, $400 million aggregate principal
amount of senior secured notes due 2028 (the “notes”) 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 subject to
market and other conditions, and there can be no assurance as to
whether, when or on what terms the offering may be completed.
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 intends to use the net proceeds from the sale of
the notes to acquire additional bitcoins.
The notes and related guarantees will be 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. Any offer of the notes and the related
guarantees will be 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. For more information about
MicroStrategy, visit www.microstrategy.com.
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 size and timing
of the offering, the anticipated use of any proceeds from the
offering, and the terms of the notes and the related guarantees.
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 and the completion of the offering on the anticipated
terms or at all, 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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