MicroStrategy Incorporated Announces Proposed Private Offering of $400 Million of Senior Secured Notes
June 07, 2021 at 08:30 am EDT
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MicroStrategy Incorporated announced that it intends to offer, subject to market conditions and other factors, $400 million aggregate principal amount of senior secured notes due 2028in a private offering to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended and to persons outside of the United States in compliance with Regulation S under the Securities Act. The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed. The notes will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by MicroStrategy Services Corporation, a wholly owned subsidiary of MicroStrategy, and certain subsidiaries of MicroStrategy that may be formed or acquired after the closing of the offering. The notes and the related guarantees will be 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 will be held by a newly formed subsidiary, MacroStrategy LLC. MicroStrategy intends to use the net proceeds from the sale of the notes to acquire additional bitcoins. The notes and related guarantees will be offered and 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. Any offer of the notes and the related guarantees will be made only by means of a private offering memorandum.
MicroStrategy Incorporated is a bitcoin development company. It is engaged in the development of the bitcoin network through its activities in the financial markets, advocacy and technology. It designs, develops, markets and sales its software platform through licensing arrangements and cloud subscriptions and related services. It provides artificial intelligence-powered business intelligence, and enterprise analytics solutions. It offers software and services designed to turn complex, chaotic data environments into rich, reliable, and convenient information feeds for its customers. Its cloud-native flagship, MicroStrategy ONE, powers some of the analytics deployments in the world for customers spanning a range of industries, including retail, banking, technology, manufacturing, insurance, consulting, healthcare, telecommunications and the public sector. MicroStrategy ONE provides non-technical users with the ability to directly access novel and actionable insights for decision-making.