Strategy™ (Nasdaq: MSTR) plans a $2 billion private offering of 0% convertible senior notes due 2030, with proceeds intended for Bitcoin acquisition and corporate purposes.
Strategy™ Plans $2 Billion Private Offering of Convertible Senior Notes
Strategy™ (Nasdaq: MSTR) has announced its intent to offer $2.0 billion in 0% convertible senior notes due 2030 in a private placement. The offering, subject to market conditions, will be available to qualified institutional buyers under Rule 144A of the Securities Act of 1933.
The company may also grant initial purchasers an option to acquire up to an additional $300 million in notes within five business days of issuance. The notes will be senior, unsecured obligations of Strategy, carrying no regular interest and no principal accretion. They are set to mature on March 1, 2030, unless repurchased, redeemed, or converted earlier.
Convertible Terms and Redemption Conditions
Holders may convert their notes under specified conditions and timeframes, with Strategy settling conversions in cash, class A common stock, or a combination of both. The notes will be redeemable in full or in part at Strategy’s discretion on or after March 5, 2027, if the company’s stock price surpasses 130% of the conversion price for a specified period.
In the event of a “fundamental change,” noteholders can require Strategy to repurchase their notes for cash. Additionally, unless certain conditions are met, noteholders may request repurchase on March 1, 2028.
Use of Proceeds and Legal Considerations
Strategy intends to allocate the net proceeds toward general corporate purposes, including Bitcoin acquisitions and working capital. The notes and related stock shares will not be registered under the Securities Act and will only be sold under applicable exemptions.
This announcement does not constitute an offer to sell or solicit purchase of the notes in any jurisdiction where such activity would be unlawful. The company has not assured that the offering will be completed as planned.
For further updates, visit Strategy’s website.
