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TYSONS CORNER, Va. - MicroStrategy Incorporated (NASDAQ:MSTR), a company primarily known for its large Bitcoin treasury and currently trading at $318.67, has priced a $2 billion private offering of convertible senior notes due 2030, with an additional option for purchasers to acquire up to $300 million more. According to InvestingPro analysis, the company appears overvalued at current levels, despite showing a remarkable 352% return over the past year. The offering, which is targeted at qualified institutional buyers, is expected to close on February 21, 2025, subject to customary closing conditions.
The notes will be senior, unsecured obligations and will not bear regular interest nor will the principal amount accrete. They will mature on March 1, 2030, unless repurchased, redeemed, or converted earlier. This offering comes at a time when InvestingPro data shows the company’s short-term obligations exceed its liquid assets, with a current ratio of 0.71. Noteholders will have limited rights to convert their notes before December 3, 2029, and unrestricted conversion rights thereafter until just before maturity. The initial conversion rate is set at approximately 2.3072 shares of class A common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of about $433.43 per share.
Strategy has the option to redeem the notes for cash under certain conditions starting March 5, 2027, and ending 20 trading days before the maturity date. In case of a ’fundamental change’ as specified in the indenture, noteholders can require Strategy to repurchase their notes for cash. A similar repurchase option is available to noteholders on March 1, 2028.
The net proceeds from the offering are estimated to be approximately $1.99 billion, or $2.28 billion if the additional notes are fully purchased, after deducting fees and estimated expenses. Strategy plans to use the proceeds for general corporate purposes, which include the acquisition of more Bitcoin and for working capital. With a market capitalization of $80.53 billion and significant price volatility, investors seeking deeper insights can access comprehensive analysis through InvestingPro’s detailed research reports, which cover over 1,400 US stocks including MSTR.
The notes and any shares of class A common stock issuable upon conversion will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from registration requirements. The offering is made solely by means of a private offering memorandum.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes and there is no assurance that the offering will be completed as described or at all.
Based on a press release statement, this news article reports the key facts surrounding MicroStrategy’s pricing of its convertible notes offering.
In other recent news, Strategy, previously known as MicroStrategy, has announced plans to issue $2 billion in convertible senior notes at a 0% interest rate, with the proceeds aimed at acquiring more Bitcoin. This move comes after Strategy reported a net loss of $670.8 million in the fourth quarter of 2024, attributed to significant impairment losses on its Bitcoin holdings. Despite these losses, the company’s Bitcoin treasury has expanded, with a recent acquisition of 7,633 bitcoins for approximately $742.4 million, bringing its total holdings to 478,740 bitcoins. This acquisition was funded through the sale of shares and the completion of a public offering of its Series A Perpetual Strike Preferred Stock.
Additionally, Strategy has issued a full redemption notice for its 0.0% Convertible Senior Notes due in 2027, with conversion requests amounting to approximately $857.4 million in principal. The California State Teachers Retirement System (CalSTRS) nearly doubled its holdings in Strategy’s stock in the fourth quarter of 2024, reflecting a 93.5% increase in value. The pension fund now owns 258,785 shares, valued at around $83 million. Furthermore, Strategy has warned of a potentially increased tax burden and doubts about regaining profitability if Bitcoin investments face significant fair value losses. Despite these challenges, Strategy continues its aggressive strategy of leveraging equity and debt to fund its Bitcoin acquisitions.
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