MicroStrategy completes the US$500 million issuance of 6.125% senior secured notes due in 2028 with Bitcoin proceeds


Micro strategy® Company (NASDAQ stock code:subway) (“MicroStrategy”) today announced the end of its previously announced issuance of senior secured notes due in 2028 (“Notes”). The total principal of the notes issued this time is US$500 million, and the annual interest rate of the notes is 6.125%. According to Rule 144A under the revised Securities Act of 1933 (“Securities Act”), these notes are sold to qualified institutional buyers by private placement and sold to persons outside the United States in accordance with Regulation S under the Securities Act.

These notes are jointly and individually provided by MicroStrategy’s wholly-owned subsidiary, MicroStrategy Services Corporation, on the basis of priority guarantees to provide comprehensive and unconditional guarantees, and similar guarantees may be provided by certain subsidiaries of MicroStrategy, which may be after the closing of the transaction. Establishment or acquisition offer. The bills and related guarantees are guaranteed by the security interests of MicroStrategy and almost all assets of the guarantor in the priority guarantee of MicroStrategy’s existing and future senior debts, including any Bitcoin or other digital assets acquired at the end of the transaction or after the issuance of this issue , But does not include MicroStrategy’s existing bitcoins, bitcoins and digital assets obtained from the proceeds of existing bitcoins. MicroStrategy’s existing approximately 92,079 bitcoins are held by the newly established subsidiary MacroStrategy LLC.

MicroStrategy estimates that, after deducting initial buyer discounts and commissions and the estimated issuance fees payable by MicroStrategy, the net proceeds from the sale of notes and related guarantees are approximately US$488 million.

MicroStrategy intends to use the net proceeds from the sale of bills to obtain additional bitcoins.

The bills and related guarantees are sold to qualified institutional buyers in accordance with Section 144A of the Securities Act, and sold to persons outside the United States in accordance with Section S of the Securities Act. The offer and sale of bills and related guarantees are not and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and bills and related guarantees may not be offered or sold in the United States, except in accordance with the Securities Act and applicable Exemptions from the registration requirements of the state securities laws may be in transactions that are not subject to them. The issuance of the notes and related guarantees is only conducted through a private issuance memorandum.

This press release does not constitute an offer to sell notes or any other securities or an offer to buy, nor should such an offer, offer, under the securities laws of any such state or jurisdiction, or the sale will be illegal.

About MicroStrategy Incorporated

MicroStrategy (Nasdaq stock code:subway) Is the largest independent listed analysis and business intelligence company. The MicroStrategy analytics platform has always been rated as the best platform in the field of corporate analytics and is used by many of the world’s most admired brands in the Fortune Global 500. We pursue two corporate strategies: (1) develop our corporate analytics software business to promote our vision of ubiquitous intelligence and (2) acquire and hold Bitcoin, which we believe is a reliable store of value Means, supported by a strong, public, and open source architecture that is not bound by sovereign monetary policy.

MicroStrategy is a registered trademark of MicroStrategy Incorporated in the United States and certain other countries. Other product and company names mentioned herein may be the trademarks of their respective owners.

Forward-looking statements

The statements in this press release regarding future expectations, plans, and prospects, as well as any other statements regarding non-historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements related to the estimated net income of the issuance and the expected use of such net income. “Expect”, “believe”, “continue”, “may”, “estimate”, “anticipate”, “intend”, “may”, “plan”, “potential”, “forecast”, “plan”, “should” “,” “target”, “will”, “will” and similar expressions are used to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Due to various important factors, including uncertainties related to market conditions and other factors discussed in the “Risk Factors” section of the MicroStrategy Form 10-Q quarterly report, actual results may differ materially from those indicated by such forward-looking statements The risks described in documents filed with the U.S. Securities and Exchange Commission on April 29, 2021, and other documents that MicroStrategy may file with the Securities and Exchange Commission. Any forward-looking statements contained in this press release are only effective as of the date of this press release, and MicroStrategy specifically assumes no obligation to update any forward-looking statements, whether due to new information, future events, or other reasons.



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