The ATM program is the largest in history 

Davis Polk advised the sales agents in connection with an SEC-registered at-the-market offering by MicroStrategy Incorporated of its shares of Class A common stock for up to an aggregate amount of $21 billion. The Class A common stock is listed on the Nasdaq Global Select Market under the symbol “MSTR.” The company noted that the ATM offering is the largest in the history of capital markets.

MicroStrategy is the world’s first and largest bitcoin treasury company. It has adopted bitcoin as its primary treasury reserve asset. By using proceeds from equity and debt financings, as well as cash flows from its operations, it strategically accumulates bitcoin and advocates for its role as digital capital. Its treasury strategy is designed to provide investors varying degrees of economic exposure to bitcoin by offering a range of securities, including equity and fixed-income instruments. The company also develops and provides industry-leading AI-powered enterprise analytics software, advancing its vision of “Intelligence Everywhere,” and it is leveraging its development capabilities to explore innovation in bitcoin applications, integrating analytics expertise with its commitment to digital asset growth. The company intends to use the net proceeds from the offering for general corporate purposes, including the acquisition of bitcoin and for working capital.

The Davis Polk corporate team included partners Dan Gibbons and Joseph A. Hall and associate Carlos Escandón. The tax team included partner Patrick E. Sigmon and associates Ted Lee and Caleb E. Smith. The intellectual property team included partner David R. Bauer and associate Lachlan J. Forrester. All members of the Davis Polk team are based in the New York office.

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