UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
As previously disclosed, on March 8, 2024, MicroStrategy Incorporated (“MicroStrategy”) completed a private offering of convertible senior notes (the “Offering”). The Offering, which included a 0.625% coupon and an approximately 42.5% conversion premium over the last reported sale price of MicroStrategy’s class A common stock on March 5, 2024, was well received in the marketplace and upsized to a total of $800 million in aggregate principal amount. This amount included the exercise by the initial purchasers of their option to purchase $100 million of additional notes. Net proceeds from the Offering to MicroStrategy totaled approximately $782.0 million.
On March 11, 2024, MicroStrategy announced that, during the period between February 26, 2024 and March 10, 2024, MicroStrategy acquired approximately 12,000 bitcoins for approximately $821.7 million in cash, using $781.1 million of proceeds from the Offering and $40.6 million of Excess Cash (defined in our annual report on Form 10-K for the fiscal year ended December 31, 2023), at an average price of approximately $68,477 per bitcoin, inclusive of fees and expenses.
As of March 10, 2024, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 205,000 bitcoins, which were acquired at an aggregate purchase price of approximately $6.91 billion and an average purchase price of approximately $33,706 per bitcoin, inclusive of fees and expenses.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 11, 2024 | MicroStrategy Incorporated (Registrant) | |||||
| By: | /s/ W. Ming Shao | |||||
| Name: | W. Ming Shao | |||||
| Title: | Senior Executive Vice President & General Counsel | |||||