Item 8.01 Other Events.
On February 16, 2021 MicroStrategy Incorporated (the "Company") issued a press
release announcing its intention to offer, subject to market conditions and
other factors, $600 million aggregate principal amount of convertible senior
notes due 2027 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 grant to the initial purchasers of the notes an option
to purchase, within a 13-day period beginning on, and including, the date on
which the notes are first issued, up to an additional $90 million aggregate
principal amount of the notes. A copy of the press release announcing the
offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
On February 17, 2021, the Company issued a press release announcing that it has
priced a private offering of $900 million aggregate principal amount of its
convertible senior notes due 2027. The notes will only be sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act. The Company
also granted to the initial purchasers of the notes an option to purchase,
within a 13-day period beginning on, and including, the date on which the notes
are first issued, up to an additional $150 million aggregate principal amount of
the notes. The offering is expected to close on February 19, 2021, subject to
satisfaction of customary closing conditions.
The Company estimates that the net proceeds of the offering will be
approximately $879.3 million, after deducting the initial purchasers' discounts
and commissions and estimated offering expenses payable by the Company. The
Company intends use the net proceeds from the sale of the notes to acquire
additional bitcoin.
A copy of the press release announcing the pricing of the offering is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K and the exhibit attached hereto
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, the anticipated use of such net
proceeds, and the anticipated closing date. 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 the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 12, 2021 and the risks described in other filings that
the Company 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 the Company specifically disclaims any obligation to update any
forward-looking statement, whether as a result of new information, future
events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated February 16, 2021, announcing the offering.
99.2 Press Release, dated February 17, 2021, announcing the pricing of
the offering.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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