The convertible notes are due 2031

Davis Polk advised the representative of the several initial purchasers in connection with a Rule 144A offering by MicroStrategy Incorporated of $603.75 million aggregate principal amount of its 0.875% convertible senior notes due 2031. The transaction included the full exercise of the initial purchasers’ option to purchase additional notes of $78.75 million. MicroStrategy intends to use the net proceeds from the offering to acquire additional bitcoin and for general corporate purposes.

MicroStrategy considers itself the world’s first bitcoin development company. The company is a publicly traded operating company committed to the continued development of the bitcoin network through its activities in the financial markets, advocacy and technology innovation. As an operating business, the company is able to use cashflows as well as proceeds from equity and debt financings to accumulate bitcoin, which serves as its primary treasury reserve asset. The company also develops and provides industry-leading AI-powered enterprise analytics software that promotes its vision of “Intelligence Everywhere,” and is using its software development capabilities to develop bitcoin applications.

The Davis Polk corporate team included partners Joseph A. Hall and Dan Gibbons, counsel Michael Stromquist and associate Xuanling Xu. The equity derivatives team included partner Yan Zhang, counsel Justin Michael and associate Melissa X. Estrada. The tax team included partner Lucy W. Farr. The intellectual property team included partner David R. Bauer and associate Annie Xie. All members of the Davis Polk team are based in the New York office.