MicroStrategy Completes $500 Million Offering of 6.125% Senior Secured Notes Due 2028 with Bitcoin Use of Proceeds
June 14 2021 - 9:25AM
Business Wire
MicroStrategy® Incorporated (Nasdaq: MSTR) (“MicroStrategy”)
today announced the closing of its previously announced offering of
senior secured notes due 2028 (the “notes”). The aggregate
principal amount of the notes sold in the offering was $500 million
and the notes bear interest at an annual rate of 6.125%. The notes
were sold 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 notes are fully and unconditionally guaranteed on a senior
secured basis, jointly and severally, by MicroStrategy Services
Corporation, a wholly owned subsidiary of MicroStrategy, and may be
similarly guaranteed by certain subsidiaries of MicroStrategy that
may be formed or acquired after the closing of the offering. The
notes and the related guarantees are 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 are being
held by a newly formed subsidiary, MacroStrategy LLC.
MicroStrategy estimates that the net proceeds from the sale of
the notes and the related guarantees will be approximately $488
million, after deducting initial purchaser discounts and
commissions and estimated offering expenses payable by
MicroStrategy.
MicroStrategy intends to use the net proceeds from the sale of
the notes to acquire additional bitcoin.
The notes and related guarantees were 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. The offering of the notes and the related
guarantees was 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.
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 estimated net
proceeds of the offering and the anticipated use of such net
proceeds. 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 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
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