By Abigail W. Adams
Portland, Me., March 15 – MicroStrategy Inc. priced an upsized $525 million of seven-year convertible notes after the market close on Thursday at par at the cheap end of talk with a coupon of 0.875% and an initial conversion premium of 40%, according to a market source and a company news release.
Price talk was for a coupon of 0.375% to 0.875% and an initial conversion premium of 40% to 45%.
Citigroup Global Markets Inc. was the sole bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $78.75 million.
The initial size of the offering was $500 million with a greenshoe of $75 million.
The notes are non-callable until March 22, 2028 and then subject to a 130% hurdle.
They are putable on Sept. 15, 2028 or upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Net proceeds are expected to be $515 million or will be $592.3 million if the greenshoe is exercised in full.
Proceeds will be used to purchase Bitcoin and for general corporate purposes.
MicroStrategy is a Tysons Corner, Va.-based business intelligence and analytics company.
| Issuer: | MicroStrategy Inc.
|
| Amount: | $525 million
|
| Greenshoe: | $78.75 million
|
| Issue: | Convertible senior notes
|
| Maturity: | March 15, 2031
|
| Bookrunner: | Citigroup Global Markets Inc.
|
| Coupon: | 0.875%
|
| Price: | Par
|
| Yield: | 0.875%
|
| Conversion premium: | 40%
|
| Conversion price: | $2,327.21
|
| Conversion rate: | 0.4297
|
| Call options: | Non-callable until March 22, 2028 and then subject to a 130% hurdle
|
| Put options: | Sept. 15, 2028 or upon a fundamental change
|
| Pricing date: | March 14
|
| Settlement date: | March 18
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.375% to 0.875% and initial conversion premium of 40% to 45%
|
| Stock symbol: | Nasdaq: MSTR
|
| Stock price: | $1,662.1999 VWAP on March 14
|
| Market capitalization: | $28.45 billion
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