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🔥BULLISH

Strategy to repurchase $1.5B of 2029 convertible notes in cash deal

The 0% coupon was the cheap funding trick that built the bitcoin war chest; retiring half of it now is the first real test of whether MSTR can shrink its own overhang without selling into a weak BTC…

Strategy to repurchase $1.5B of 2029 convertible notes in cash deal
Strategy to repurchase $1.5B of 2029 convertible notes in cash deal
Strategy to repurchase $1.5B of 2029 convertible notes in cash deal
Strategy to repurchase $1.5B of 2029 convertible notes in cash deal

Strategy (MSTR) has agreed to repurchase roughly $1.5 billion of its outstanding 0% Convertible Senior Notes due 2029 in privately negotiated transactions with noteholders, according to a Friday filing. The company expects to pay about $1.38 billion in cash — a discount to par — with the final price tied to the volume-weighted average price of Strategy's Class A common stock during a designated measurement window.

The 2029 converts were issued in November 2024 with a $3 billion notional, a 0% coupon, a maturity of Dec. 2, 2029, and a $672.40 conversion price — well above the current share price near $183. Roughly $1.5 billion of the notes will remain outstanding after the buyback settles, expected around May 19.

Why it matters

The 0% 2029 issue was the cheapest non-equity funding Michael Saylor's team has ever printed, and it bankrolled much of the bitcoin accumulation that defined 2024. Retiring half of it at a discount is a signal of intent: MSTR is willing to spend cash — and potentially sell bitcoin — to clean up a liability that, while cheap, hangs over the equity story as long as it sits on the balance sheet. The conversion price sits nearly four times above where MSTR trades, so dilution risk is academic today, but the overhang is real.

Market impact

Strategy said the deal will be funded from existing cash, proceeds from its at-the-market equity program, and potentially sales of bitcoin holdings. MSTR shares were down about 2% in pre-market trading Friday as BTC slipped back to $80,400 overnight. With bitcoin trading below its 200-day moving average, the size of any BTC leg of the funding becomes the next data point the market will watch — a forced seller at $80K would meet a fragile tape, while a cash-funded close keeps the treasury intact.

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Frequently asked questions

  1. How much of Strategy's 2029 convertible notes is being repurchased?

    Strategy agreed to repurchase roughly $1.5 billion of its outstanding 0% Convertible Senior Notes due 2029, leaving about $1.5 billion of the original $3 billion issue outstanding after settlement.

  2. What will Strategy pay for the notes?

    The company expects to pay about $1.38 billion in cash, implying a discount to par. The final price is tied to the VWAP of MSTR's Class A common stock during a designated measurement window.

  3. How is Strategy funding the repurchase?

    Per the filing, Strategy plans to use existing cash reserves, proceeds from its at-the-market equity offering program, and potentially the sale of bitcoin holdings.

  4. When does the repurchase settle?

    Settlement is expected around May 19. The repurchased notes will be cancelled once the transaction closes.

  5. What is the conversion price of the 2029 notes?

    The 2029 converts carry a conversion price of $672.40 per share, well above MSTR's current share price near $183. Dilution risk is therefore academic today, though the liability overhang remains.

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