MicroStrategy Incorporated, now operating as Strategy (Nasdaq: MSTR), announced plans to offer $2.0 billion in convertible senior notes due 2030 through a private placement to qualified institutional buyers. The company may also allow initial purchasers to buy an additional $300 million in notes.

The notes will be senior unsecured obligations and will not bear interest or increase in value over time. They will mature on March 1, 2030, unless converted, redeemed, or repurchased earlier. Investors will have the right to convert their notes under certain conditions, with Strategy settling conversions in cash, class A common stock, or a combination of both.

Strategy stated that the net proceeds will be used for general corporate purposes, including acquiring additional Bitcoin and supporting working capital. The company has a history of raising funds through debt and equity to buy Bitcoin, holding a significant amount of the cryptocurrency as part of its treasury strategy.

The offering is being conducted under Rule 144A of the Securities Act of 1933, limiting participation to qualified institutional buyers. The notes and any shares issued upon conversion have not been registered with the U.S. Securities and Exchange Commission (SEC) and cannot be publicly traded unless an exemption applies.

Strategy retains the right to redeem the notes starting March 5, 2027, if its stock price exceeds 130% of the conversion price for a designated period. Investors may also require the company to repurchase the notes on March 1, 2028, under certain conditions.

The conversion rate and other terms will be determined at pricing, based on the volume-weighted average price of Strategy’s class A common stock.

Strategy has consistently used debt to acquire Bitcoin, positioning itself as a major corporate holder of the cryptocurrency. The company’s stock price has often moved in correlation with Bitcoin’s market performance. This latest offering continues its approach of leveraging financial instruments to expand its Bitcoin holdings.

While Strategy’s Bitcoin purchases have influenced its stock movements, the approach also raises concerns about exposure to cryptocurrency volatility. The SEC has not commented on this offering, but past debt issuances by the company have been scrutinized for their potential risks.

The offering remains subject to market conditions, and there is no guarantee of completion. The notes are not being offered to the general public and will be sold only in compliance with U.S. securities laws.