$MSTR Initial Preferred Stock Thoughts
Trigger Warning: Long Post.
Alright, lots of questions and info flying around out there so we might as well dig in a bit on the structure of the offering even if we don't have the final version yet.
There is a lot of optionality that comes with this offering, and I think with time people are really going to appreciate the power of having the Preferred class of stock for MSTR.
The Basics
The initial offering is for $250M and will be comprised of 2.5M Preferred shares under the ticker $STRK. This is most likely to feel out the initial market demand for this offering, and I will not be surprised if the offering is larger once the initial interest has been registered. The initial offering price (liquidation value) is set at $100 for this offering, and the offering is available to retain investors as well as institutions, funds, etc.
Each Preferred Share of stock is convertible into 1/10th of a share of Class A Common stock. This effectively creates a "strike price" on the offering at $1,000.
Dividends
The dividend on the Preferred Stock is 8% of the liquidation value. For simplicity you can think of this like the "par" value on a bond, and the dividend is locked against that value and not floating.
What this means in practice is that because the offering is price $100, the dividend is set at $8 annually. The dividend in practice will be paid on a quarterly basis at $2 per share.
This differs from what people typically look at as yield, so it is important to understand that distinction. Because the dividend is fixed at the offering price, if STRK trades at $200 then the "yield" will effectively be cut to 4% (but the dividend is still $8 per share).
The dividends have some optionality through both a toggle and a payment in kind mechanism. This basically means that MSTR can pay the dividend in either cash, Class A common stock, or a combination of both. In practice, the dividend will likely be paid in cash which will allow MSTR flexibility in how they deploy the ATM for any funding needed, but the optionality is there for either form of payment.
MSTR does retain discretion on whether dividends are paid, but in the event they are scheduled but not paid those dividends to accumulate and are still owed to the holders at a future date. There is a compounding effect built in here (i.e. additional dividends would be owed on the unpaid dividends), but we don't need to go that granular for now.
How will the Dividends get paid?
The dividends will get paid through either the cash flow of MSTR, the sale of common stock using the ATM, or other financing methods. More on this later.
Maturity Date
There is no maturity date, these are truly perpetual.
MSTR Early Conversion Call Provisions
There are also no early conversion provisions for MSTR (nothing like the 130% we have become accustomed to with the converts). Essentially, these are truly perpetual at the discretion of the Preferred Stock holders. There are some clean up clauses in the offering which would allow MSTR to call conversion on the remaining stock if they get down to $62.5M (25% of initial offering value) outstanding, but that's really it. The only other potential trigger is major changes in tax laws impacting the treatment of Preferred Stock, so this truly is at the discretion of the holders.
Premium
This offering is effectively collecting capital at a common stock price of $1,000 per share. As of the time I am writing this, the MSTR common stock share price is $337.40, so this means that MSTR is collecting capital at a premium of 196.4%.
For those wondering how I arrived at this, it's really quite simple. You simply take the total offering value of $250,000,000, and then you figure out how many shares of common stock the offering is convertible into. Since there are 2.5M preferred shares, and those shares are convertible into 1/10th of a share of Class A common stock, that means this offering has 250,000 shares of common stock associated with it once converted.
So from there we simply divide the offering by the common shares associated with it, and we arrive at $1,000 per share at the capital raising price.
Now the first thing you should notice about this is that it is MASSIVELY accretive to the Bitcoin per share metric. Far beyond even the best converts we have seen which had a 55% premium associated with them. But as I'm sure you can imagine, it isn't going to be quite as clean as using the 196.4% at face value. After all, there are dividends to pay here.
But what is important even with the dividends, is that they will now have the ability to either utilize cash flow for the $20M in annual dividends on this initial offering, or they have the ability to sell common stock at future values to fund the dividend payments.
For scale, raising $20M with the Class A Common Stock ATM essentially equates to MSTR turning on the ATM for 2 minutes. You'd never even notice.
So what is exciting about this?
Well for starters, the premium is initially huge. Even if common stock is used over a long period of time to fund the dividends, this has the potential to be massively more accretive than any convertible offering has been and definitely more accretive than the Class A ATM.
Now some of you likely picked up that they can actually issue these preferred shares in the future via an ATM offering. What you may not have considered is the long term ramifications here while you were sifting through all the yelling about "more ATMs!", or "this is just introducing even more ways to dilute!", or whatever the talking points were filling your feed.
But let's think about this logically for a minute. Once this offering is completed, MSTR could come back to the market with an S-3 filing and open up an ATM allowing them to issue more Preferred shares on this same structure. However, as with all ATM, they would be able to sell those shares at whatever the market price currently was.
So if the Preferred is trading at $115 per share, MSTR would collect $115 for every share they sell into the market now. This doesn't change the dynamics of the dividend, that share that they sell still only gets the 8% on the $100 liquidation value, so $8 annually.
But that's not even the exciting part really (and it will take a bit of time before they can likely use an ATM here due to some volume requirements needing to be met).
The exciting part is they just opened a potential off ramp from using the Class A common stock ATM for constant Bitcoin accumulation.
But now let's say they used the preferred offering. If they are issuing with an ATM, they will be selling those preferred shares at $115. So that means we need to divide that $2B by $115 to figure out how many shares of preferred we sold. I'll skip all the numbers, and just tell you it is 17,391,304 shares of preferred stock.
Let's just for fun say the Common stock is trading at $450 and the Preferred is trading at $115.
If they use the Common stock ATM, they will sell $2B worth of shares meaning they sold 4,444,444 shares of common stock to acquire that $2B in Bitcoin.
But that doesn't translate to how many common shares they essentially give up. As we know, preferred is convertible to common at 1/10 per share. So if we divide that total by 10 it means that we have "effectively" issued 1,739,130 common shares to raise the $2B.
That is 2,705,314 LESS CLASS A SHARES initially to raise the same $2B.
Now I know what you are thinking, they still have to pay the dividend. You are correct.
So what is the dividend on that $2B? Well, as we know it will always be $8 per share per year. So since we sold 17,391,304 shares the annual dividend would be $139,130,432.
So in this example, if the share price was $450 and never moved into the future, that would mean they would have more than 8 years before the same number of common shares would be issued from this offering as using the Common stock ATM.
If I assume that MSTR performs at 5% growth a year, this number of years extends out to 11 years.
At 10% it extends to 16 years.
If I assume MSTR performs at 15% growth a year, then I have no idea how far out it goes. I calculated it out to 62 years and it wasn't even close to breakeven yet and I'd be 100 years old so I figured that was far enough for me.
Now that is using linear math, so you can quickly see what happens here if performance early on gets anywhere close to even matching the expectations for Bitcoin over the next 5 years.
There is other flexibility as well. If conditions change they could always utilize convertibles to lock in funding for the dividend payments if so desired and if the premiums are attractive. And given the time frames and current improving political/regulatory changes we are seeing you could see an entire business transformation take place resulting in significantly increased cash flow making all this quite simple. I know people commonly view businesses as static and don't look at future optionality, but I am not one of those people.
These are just examples, but this treasury team is a creative bunch so don't rule out getting surprised over and over again by the structures they come up with.
MSTR is effectively creating 2 complimentary ATM products. One is used for the collection of capital at massively accretive values today, while the other is used to allow flexibility in funding the carrying costs of that capital.
So while there will always be a ton of people bearish on new developments and focusing on ways to make each change in strategy into a doomsday scenario, I find this to be an incredibly beneficial development that creates a ton of future flexibility to operate and execute the strategy.
If the demand is strong, and the market dynamics play out even remotely close to what I think could happen I could see a scenario where these start taking some of the convertible bond space for Fixed Income accumulation due to the lack of any point in time maturity risk.
So I think there is a lot to like here. I will be looking for the final structure/terms to be released and to see what the overall demand is on this first offering, but I'm not expecting any massive changes to the general terms of the offering with the potential exception of the amount raised.
We'll continue digging into the terms, and I'm sure people will start asking what would incentivize these buyers to convert into common, and we'll talk more about that once the offering is finalized. But this is an intriguing development which will give us lots to talk about and model out in the upcoming weeks and months.
As I always say, we may be a lot of things in this community, but bored is not one of them.
$MSTR Convertible Notes - Conversion Eligibility Watch
And there you have it. Every single bond with the exception of the latest issued 2029 is now eligible for early conversion by the bond holders. This represents $4,263,750,000 in bonds eligible to convert and 24,694,649 shares (at current prices a potential boost of $9.3B in market cap).
No, this does not mean there is some massive sell pressure coming to the market imminently. These bonds are all in very different positions, so not all of them would be incentivized to convert early right at this moment.
Even if they were to convert early, it is likely that by the time it happens most of the selling would have been done along the way when the convertible arb shops put their shorts on (ultimately fully hedging out the equity risk) and receiving the shares would simply net out their short positions and be largely market neutral (convertible arbs have typically been ~80% of the holders of these bonds). So don't buy in to the fear about some massive market dumping of shares coming, it's just not reality.
What will I post about now? Nasdaq 100 tracking, done. Early Conversions, done. I guess I may be quiet for a bit 🤣
2027 Notes ($1.05B / 7,330,050 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ✅
2028 Notes ($1.01B / 5,513,489 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
2030 Notes ($800M / 5,341,600 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
2031 Notes ($603.75M / 2,594,310 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
2032 Notes ($800M / 3,915,200 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
Reminder: This is only tracking bonds in the early conversion eligibility countdown window. There is no obligation for the bond holders to convert or for MSTR to redeem for cash (2027 are the only notes eligible for cash redemption).
There are a ton of questions today asking when will Saylor lay off so share price can rise.
I'm getting the sense the bull run recently brought people's time frames in too short and it's causing some pain right now. Please try to avoid making emotion driven investing decisions while price is running hard, nothing goes up in a straight line forever (that wouldn't be healthy). The entire design of this equity is that it will rise and fall generating the volatility Wall St loves. It's the product they've created.
To give you my perspective, I don't think there is likely much laying off the ATM until at a minimum the end of the year. At this stage it seems he has a target for at least 500,000 BTC by year end and at current prices that means he'll need ~$8B in additional purchases over the next 3 weeks.
It's possible $3B comes from a new convertible debt offering before the year closes, so that would mean he'd need $5B from the ATM over 3 weeks. Right now they have $9.19B left on the ATM, so by year end this would bring them down to ~$4.19B. My hunch from there is they ease off the pace a bit and he will try to use that $4.19B up in time for Q4 earnings call where they will likely announce their next updated plan.
This is just my speculation, but it leads me to believe that we should temper our share price expectations over the next 3 weeks (although all that Bitcoin buying will certainly have some impact on the spot BTC price that could trickle into the shares). It's still possible that they allow the shares to breathe for a few days if they get into the QQQ and they let the mNAV expand again so his next ATM uses are more accretive to BTC Yield, but it all depends on their internal goals, execution timelines and expectations for the markets over the next 3 weeks.
They are on a blistering pace right now unlike anything we have seen before and the stock just made a massive repricing rocketing to new all time highs over the the last couple months. We can't lose sight of that.
Patience is key here. We know the strategy and the design, we just need to let it play out and not get ourselves caught in a position where we are 100% directionally correct long term but still lose by putting unnecessary timing risk into our investments (i.e. really short term options trades).
$MSTR Convertible Notes - Conversion Eligibility Watch
Highlight - Just more close above $302.54 left before all 5 of these notes are eligible for early conversion by the bond holders leaving only the 2029 notes ineligible moving forward. That is $4,263,750,000 in bonds eligible for conversion to shares at any time. Pretty crazy!
2027 Notes ($1.05B / 7,330,050 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ✅
2028 Notes ($1.01B / 5,513,489 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
2030 Notes ($800M / 5,341,600 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
2031 Notes ($603.75M / 2,594,310 Shares)
Holder Early Conversion Eligible ❌
MSTR Cash Redemption Eligible ❌
We have had 19 closes above the $302.54 130% trigger price in the last 19 day. We need 1 more close above $302.54 over the next 11 trading days. Tick tock.
2032 Notes ($800M / 3,915,200 Shares)
Holder Early Conversion Eligible ✅
MSTR Cash Redemption Eligible ❌
Reminder: This is only tracking bonds in the early conversion eligibility countdown window. There is no obligation for the bond holders to convert or for MSTR to redeem for cash (2027 are the only notes eligible for cash redemption).
