Strategy $21 billion perpetual strike preferred stock at-the-market offering

Davis Polk advised the sales agents in connection with an SEC-registered at-the-market offering by MicroStrategy Incorporated (d/b/a Strategy) of shares of its 8% Series A perpetual strike preferred stock for up to an aggregate amount of $21 billion. Shares of the perpetual strike preferred stock are convertible by the holders into shares of Strategy’s Class A common stock. The perpetual strike preferred stock is listed on the Nasdaq Global Select Market under the symbol “STRK.”

Strategy is the world’s first and largest bitcoin treasury company. The company has adopted bitcoin as its primary treasury reserve asset. By using proceeds from equity and debt financings, as well as cash flows from its operations, it strategically accumulates bitcoin and advocates for its role as digital capital. The treasury strategy is designed to provide investors varying degrees of economic exposure to bitcoin by offering a range of securities, including equity and fixed-income instruments.

The Davis Polk corporate team included partners Daniel P. Gibbons and Joseph A. Hall, counsel Michael Stromquist and associate Kimberly Hickey. The equity derivatives team included partner Yan Zhang, counsel Justin Michael and associate Jonathan Schlecht. The tax team included partners Lucy W. Farr and Aliza Slansky and associates Yueyu Yang and Georgianna Eck. All members of the Davis Polk team are based in the New York office.