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MicroStrategy Incorporated (Nasdaq: MSTR), a company that considers itself the world's first Bitcoin development company, has announced plans to sell $500 million in bonds due 2031. The private offering will be made to qualified institutional buyers under Rule 144A of the Securities Act.
The company also expects to give initial buyers an option to purchase up to an additional $75 million in bonds within 13 days of the initial issuance. The offering is subject to market and other conditions, and there is no guarantee as to its terms or completion.
The unsecured bonds will pay interest twice a year, with the first payment due on September 15, 2024. The bonds will mature on March 15, 2031, unless they are repurchased, redeemed, or converted earlier. MicroStrategy may choose to buy back the bonds for cash on or after March 22, 2028, subject to certain conditions.
Bondholders will have the right to require MicroStrategy to repurchase their bonds for cash on September 15, 2028. The bonds can be converted into cash, shares of MicroStrategy's class A common stock, or a combination of both, at the company's choice.
The interest rate, initial conversion rate, and other terms of the bonds will be determined at the time of pricing. MicroStrategy expects to use the average price of its class A common stock from 9:30 AM through 4:00 PM EDT on the pricing date to calculate the initial conversion price.
MicroStrategy plans to use the money raised from the sale of the bonds to buy more bitcoin and for general corporate purposes. The company is committed to the continued development of the bitcoin network through its activities in financial markets, advocacy, and technology innovation.
The bonds will not be registered under the Securities Act or any other jurisdiction's securities laws and may not be offered or sold in the United States without registration or an applicable exemption. This press release does not constitute an offer to sell or a solicitation to buy the bonds.

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