Strategy has announced its intention to offer $2.0 billion in 0% convertible senior notes due 2030 in a private offering to qualified institutional buyers under Rule 144A of the Securities Act of 1933. This move comes as part of Strategy’s ongoing efforts to raise capital for its strategic initiatives, including the acquisition of Bitcoin and general corporate purposes.
“Strategy also expects to grant to the initial purchasers of the notes an option to purchase, for settlement within a period of five business days from, and including, the date on which the notes are first issued, up to an additional $300 million aggregate principal amount of notes,” the company said.
The notes are unsecured, senior obligations of Strategy, and will not accrue regular interest. The notes will mature on March 1, 2030, unless repurchased, redeemed, or converted earlier. Noteholders will have the option to convert the notes into cash, shares of Strategy’s class A common stock, or a combination of both, depending on Strategy’s election.
The offering is contingent upon market conditions and there is no guarantee that it will proceed as planned. The company has indicated that it intends to use the net proceeds from the offering primarily for Bitcoin acquisitions and working capital needs.
The convertible notes will be redeemable by Strategy at any time after March 5, 2027, under certain conditions, and in the event of specific corporate changes, noteholders may require Strategy to repurchase their notes for cash.
Strategy is also hosting a video webinar at 10:00 AM EST on February 19, 2025, for qualified institutional buyers who are interested in learning more about the offering. To participate in the webinar, prospective investors must complete an investor survey on Strategy’s website.
