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 June 18, 2024, MicroStrategy Incorporated (“MicroStrategy”) completed a private offering of convertible senior notes (the “Offering”). The Offering, which included a 2.25% coupon and an approximately 35% conversion premium over the U.S. composite volume weighted average price of MicroStrategy’s class A common stock from 9:30 a.m. through 4:00 p.m. Eastern Daylight Time on June 13, 2024, was well received in the marketplace and upsized to a total of $800.0 million in aggregate principal amount. This amount included the exercise by the initial purchasers of their option to purchase $100.0 million of additional notes. Net proceeds from the Offering to MicroStrategy totaled approximately $786.0 million.
On June 20, 2024, MicroStrategy announced that, during the period between April 27, 2024 and June 19, 2024, MicroStrategy acquired approximately 11,931 bitcoins for approximately $786.0 million in cash, using proceeds from the Offering and Excess Cash (defined in our quarterly report on Form 10-Q for the three months ended March 31, 2024), at an average price of approximately $65,883 per bitcoin, inclusive of fees and expenses.
As of June 20, 2024, MicroStrategy, together with its subsidiaries, held an aggregate of approximately 226,331 bitcoins, which were acquired at an aggregate purchase price of approximately $8.33 billion and an average purchase price of approximately $36,798 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: June 20, 2024 |
MicroStrategy Incorporated (Registrant) | |||||
| By: |
/s/ W. Ming Shao | |||||
| Name: |
W. Ming Shao | |||||
| Title: |
Senior Executive Vice President & General Counsel | |||||