JWCA advises MicroStrategy on its upsized $800 million convertible issuance

March 2024 | read press release

Transaction Background

MicroStrategy successfully raised an upsized $800 million in the convertible market at highly attractive terms (0.625% coupon and 42.5% conversion premium, inclusive of greenshoe)

MicroStrategy took advantage of strong underlying convertible market conditions and recent momentum in its stock to successfully execute its third convertible bond issuance with use of proceeds to purchase additional bitcoin

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

• Convertible structuring including customized investor put option designed to reduce coupon 

• Accounting and tax analysis

• 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

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

Results

MicroStrategy’s third convertible financing achieved impressive terms across all metrics:

• The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s third convertible offering, and which led to a ~16% upsize in the deal size

• The 0.625% coupon represented the lower end of the marketed coupon range

• The 42.5% conversion premium represented the high end of marketed premium range

• MicroStrategy’s third convertible is the only marketed convertible in the past 2 years that achieved a coupon < 1% paired with a conversion premium > 40%