The convertible notes are due 2028

Davis Polk advised the representative of the several initial purchasers in connection with a Rule 144A offering by MicroStrategy Incorporated of $1.01 billion aggregate principal amount of its 0.625% convertible senior notes due 2028. The transaction included the full exercise of the initial purchasers’ option to purchase additional notes of $135 million. MicroStrategy intends to use the net proceeds from the offering to redeem in full its existing senior secured notes due 2028, to acquire additional bitcoin and for general corporate purposes.

MicroStrategy considers itself the world’s first bitcoin development company. The company is a publicly traded operating company committed to the continued development of the bitcoin network through its activities in the financial markets, advocacy and technology innovation. As an operating business, the company is able to use cash flows as well as proceeds from equity and debt financings to accumulate bitcoin, which serves as its primary treasury reserve asset. The company also develops and provides industry-leading AI-powered enterprise analytics software that promotes its vision of “Intelligence Everywhere,” and it is using its software development capabilities to develop bitcoin applications.

The Davis Polk corporate team included partners Dan Gibbons and Joseph A. Hall and associates Carlos Escandón and Fei Deng. The equity derivatives team included partner Yan Zhang, counsel Justin Michael and associate Melissa X. Estrada. The tax team included partner Lucy W. Farr and associates Tyler Scheiner and Michael Hsieh. All members of the Davis Polk team are based in the New York office.

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