JWCA advises MicroStrategy on its upsized $800 million convertible issuance (MicroStrategy’s third convertible issuance in a 3-month span)

june 2024 | read press release

Transaction Background

Following two successful convertible issuances in March 2024, MicroStrategy tapped the convertible market for the third time in June 2024 to raise an additional $800 million at highly attractive terms (2.25% coupon and 35.0% conversion premium) 

MicroStrategy continued to take advantage of strong underlying convertible market conditions to successfully execute the new issuance to purchase additional bitcoin and general corporate purposes

JWCA provided extensive analysis for MicroStrategy on deal structuring and related items, such as:

• Convertible structuring

• Convertible documentation advice to ensure maximum value and future efficiency/flexibility for the company

• Syndicate structure and precedent data

• Advice on pricing on the day of execution

• Analysis of pricing mechanisms (VWAP vs. Close)

The transaction was conducted using a confidential marketing process before launching into a traditional one-day public marketing period

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

MicroStrategy’s fifth convertible financing was well–received by investors:

• MicroStrategy achieved a record pace for repeat convertible issuance, raising over $2.2billion in 3 issuances in a 3-month time period

• MicroStrategy attracted significant demand during the one-day confidential wall-cross, enabling the Company to upsize the transaction by 40%

• JWCA supported the management team by providing execution advice and ensuring a high-quality execution