JWCA advises Strategy on its record-breaking $3.0 billion zero-coupon convertible issuance (Strategy’s fifth convertible issuance in 2024)

February 2025 | read press release

Transaction Background

Following five successful convertible issuances raising over $6bn in 2024 and its perpetual preferred stock offering (Nasdaq: STRK) in January 2025, Strategy (the “Company”) tapped the convertible market to raise an additional $2bn at highly attractive terms (0.00% coupon and 35.0% conversion premium)

Strategy plans to use the proceeds to purchase bitcoin and for general corporate purposes

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

  • Convertible structuring and documentation

  • Syndicate structure and precedent data

  • Investor targeting

  • Advice on pricing on the day of execution

  • Analysis and design of pricing mechanism (full-day VWAP, partial-day VWAP, closing price)

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

Results

Strategy’s ninth convertible financing since first tapping the market in 2020 was well–received by investors:

  • Strategy continued its record pace for repeat convertible issuance, raising nearly $9bn in 7 issuances since the start of 2024

  • This follows the successful closing of STRK, MSTR's debut convertible preferred, which is up 20% since issue

  • Strategy is the largest convertible issuer in the entire convertible market 2024 to date raising $6bn more than the next largest issuer

  • The issuance represents Strategy's third 0.00% coupon convertible and the third largest 0.00% coupon US marketed convertible over the last four years

  • Following this successful financing, Strategy’s $8bn in convertible notes outstanding, represents ~5% of all outstanding convertible notes in the US marketplace

  • Innovative partial-day VWAP approach to setting stock reference price resulted in only -5.5% stock price impact

  • This is the ninth financing where J. Wood Capital has acted as financial advisor to Strategy raising nearly $11bn in support of the Company’s bitcoin acquisition and Treasury management strategy

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