Strategy announced plans to raise $2 billion through a private offering of 0% convertible senior notes due 2030. The offering, available only to institutional investors under Rule 144A of the Securities Act, includes an option for buyers to purchase an additional $300 million in notes within five business days of issuance. The company emphasized that the offering is subject to market conditions and is not guaranteed to be completed.
Convertible Notes: Key Terms and Redemption Options
The unsecured notes will mature on March 1, 2030, unless earlier repurchased, redeemed, or converted. Investors will have the right to convert their notes into cash, shares of Strategy’s Class A common stock, or a combination of both at the company’s discretion. The initial conversion rate will be determined based on the company’s stock price at the time of pricing.
Starting March 5, 2027, Strategy can redeem the notes for cash if its stock trades above 130% of the conversion price for a specified period. Investors may also demand repurchase under certain conditions, including a corporate event classified as a “fundamental change” or on March 1, 2028, under specific circumstances.
Proceeds to Fund Bitcoin Acquisitions and General Operations
Strategy intends to use the funds for general corporate purposes, including bitcoin acquisitions and working capital. The company has previously leveraged debt offerings to expand its cryptocurrency holdings, reinforcing its position as a major institutional Bitcoin holder.
The notes will be sold exclusively through a private placement and will not be registered under U.S. securities laws. Any stock issued upon conversion will also be restricted from public sale without regulatory exemptions.
Strategy clarified that this announcement does not constitute an offer to sell or a solicitation to buy the notes in jurisdictions where such transactions would be unlawful.
