Latham & Watkins Advises Strategy in US$2 Billion Convertible Senior Notes Offering

Strategy (Nasdaq: MSTR) has announced the pricing of its offering of US$2.0 billion aggregate principal amount of its 0% convertible senior notes due 2030 (the notes) in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. Strategy also granted to the initial purchasers of the notes an option to purchase, for settlement within a period of five business days from, and including, the date on which the notes are first issued, up to an additional US$300 million aggregate principal amount of notes. The offering is expected to close on February 21, 2025, subject to satisfaction of customary closing conditions.

Latham & Watkins LLP represented Strategy in the offering with a corporate team led by partners Greg Rodgers, Marc Jaffe, and Brittany Ruiz, with associates Paul Lau and Kan Ni. Advice was also provided on convertible debt matters by partner Arash Aminian Baghai, with associates Ryan Gold and Andrew Bentz; on tax matters by partners Bora Bozkurt and Jocelyn Noll, with associate Michael Yu; on digital assets matters by partner Jenny Cieplak; and on CFTC matters by partner Yvette Valdez, with associate Adam Fovent.