The convertible notes are due 2029

Davis Polk advised the representative of the several initial purchasers in connection with a Rule 144A and Regulation S offering by MicroStrategy Incorporated of $3 billion aggregate principal amount of its 0% convertible senior notes due 2029. The transaction included the full exercise of the initial purchasers’ option to purchase additional notes of $400 million. MicroStrategy intends to use the net proceeds from the offering to acquire additional bitcoin and for general corporate purposes.

MicroStrategy is the world’s first and largest bitcoin treasury company. The company 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. The 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 Davis Polk corporate team included partners Dan Gibbons and Joseph A. Hall and associates Carlos Escandón and Kimberly Hickey. The equity derivatives team included partner Yan Zhang, counsel Justin Michael and associate Melissa X. Estrada. The tax team included counsel Yixuan Long and associates Georgianna Eck and Tyler Scheiner. All members of the Davis Polk team are based in the New York office.

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