Strategy (formerly known as MicroStrategy) has set the price for its $2 billion debt offering convertible notes, which will be sold to investors. The company is also giving these investors an option to buy extra $300 million. The deal is expected to be finalized on February 21, 2025, assuming all the usual conditions are met.
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Offering Details and Other Conditions
These convertible note offerings do not earn a regular interest and will not increase in value over time. They will be paid back on March 1, 2030, unless Strategy buys them back, pays them off, or converts them to stock earlier. Note holders can exchange their notes for cash or stock under certain conditions before December 3, 2029. After that, they can exchange them anytime until just before the notes are due.
When notes are exchanged, Strategy can choose to pay with cash, company stock, or a mix of both.
As per the press release, as stated above the company also plans to grant initial purchasers an option to buy up to an additional $300 million in notes within five business days of issuance. The offering is expected to close on February 21, 2025, subject to customary closing conditions. The notes will be offered only to qualified institutional buyers in accordance with Rule 144A under Securities Act of 1933. This announcement marks a pivotal moment for Strategy as it seeks to boost its financial position amidst market volatility and operational challenges.
Pricing of the Convertible Notes
For Every $1,000 of these convertible notes, the holder can exchange them for approximately 2,307 shares of Strategy’s common stock. This means the exchange price is around $433.43 per share. This price is about 35% higher than the average price of Strategy’s stock on February 19, 2025, which was $321.05. The exchange rate and price can change if certain events happen.
Strategy can pay back the notes in cash, but only if its stock price is high enough. If something big changes with the company or its stock prices drops a lot, the people who bought the notes can ask the company to buy them back. There is no specific date when the note holders can sell their notes back to the company for cash.
Use of Proceeds: Expanding BTC Holdings For Strategy
Strategy is getting around $1.99 billion from selling these notes, and it plans to use that money for general business purpose which is to buy more Bitcoin. The company has been struggling to make a profit due to huge losses ($1.79 billion) from its digital asset investments in 2024. If it loses more money on its Bitcoin investments, it might have a hard time becoming profitable again.
As of now, the company holds approximately 478,740 BTC, valued at over $46 billion, following a recent acquisition of about 258,320 in 2024. The firm’s strategy has focused heavily on Bitcoin as a core asset.
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