Strategy $4.2 billion perpetual stretch 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 variable rate Series A perpetual stretch preferred stock for up to an aggregate amount of $4.2 billion. The perpetual stretch preferred stock is listed on the Nasdaq Global Select Market under the symbol “STRC.”

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 Christopher H. Van Buren and associates Carlos Escandón Alcocer, Yuchen Liu and Eric Spiniello. 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.