Nostr notes by BenWerkman

Too many people assume it's impossible to gain an edge in ...

2025-09-29T02:37:55Z

Too many people assume it's impossible to gain an edge in investing.

In reality, anyone willing to dig slightly beneath the surface can develop an information advantage over most investors.

Even a small edge, applied consistently, can compound into powerful long-term results.

The first thing to be aware of when discussing investments with ...

2025-08-29T17:55:24Z

The first thing to be aware of when discussing investments with others is that the emotional baseline for each individual is struck at their cost basis.

Because of this, there will always be differences of opinion in the short/medium term.

Looking forward to this one! #nevent1q…7s4s

2025-03-28T00:27:04Z

Looking forward to this one!

quoting
nevent1q…7s4s
"We may never wonder if 'retail has shown up' again, because this time it’s nations that will be showing up."

NumerisX LLC President Ben Werkman to speak at #Bitcoin 2025 🚀
npub1zj4vtmgmsvjkhd3n0fv7tp4su5qml6mpg732pw8h8luwulu5z5kq70876g

Over time, people will recognize the power of a well capitalized ...

2025-02-23T07:13:14Z

Over time, people will recognize the power of a well capitalized corporate balance sheet built on the rock solid foundation of Bitcoin to generate massive shareholder value.

For now, we remain in phase 1…..accumulation.

Another data point I find interesting to watch for $MSTR is the ...

2025-02-18T16:13:00Z

Another data point I find interesting to watch for $MSTR is the number of 13F filings made by quarter since they announced their Bitcoin Treasury. It shows the growth in Institutional Investment Managers entering the space as MSTR scales.

In Q3 2020, they had 196 filings. In Q4, there were 1,051. Impressive growth.

$MSTR Bitcoin Per Share - Q1 2025 Well, I've been very ...

2025-02-18T16:12:10Z

$MSTR Bitcoin Per Share - Q1 2025

Well, I've been very delinquent on this one, but since we've received no bat signals indicating that there will be a Bitcoin buy tomorrow (but who knows?) I figured I might as well get the data updated and I can always update again tomorrow.

Here are the metrics as of 2/10/25:
BTC / Fully Diluted Share: 0.00165402 (+4.14% QTD)
Diluted Shares / 1 BTC: 604.6 (-3.98% QTD)

BTC / Outstanding Share: 0.00185429 (+1.85% QTD)
Outstanding Shares / 1 BTC: 539.3 (-1.82% QTD)

If you follow these numbers closely, you will notice one thing in particular and that is that the outstanding metrics got worse from the last update where BTC/Outstanding Share was 0.00186688 and the Outstanding Shares/1 BTC were 535.7.

As you can imagine though, there is a very explainable reason for this change. The cause comes from the conversion of the 2027 convertible bonds. At 1/26/2025 there were 7,362,000 shares left to be issued from the conversion, while on the latest 8-K that number has now dropped to 2,052,000 (the rest will be converted by the end of the day 2/20).

So as these shares get issued, you will see the outstanding metrics drop. This is also why I tend to keep my focus fixed on the Assumed Fully Diluted metrics as it takes the noise out of the other activities.

Will we see any buying tomorrow? Who knows. But I am sensing we will see significant buying over the next 6 weeks.

Great time chatting with @npub1xwm…pyyc! #note1ajc…vfrt

2025-01-31T18:36:31Z

Great time chatting with peruvian_bull (npub1xwm…pyyc)!

quoting
note1ajc…vfrt
New video out with BenWerkman (npub1zj4…876g) !!

Already one of my best performing podcasts I’ve ever done

https://youtu.be/Z4P_Ueefjwk?si=lOk00hPFMr6W3CO-

$MSTR Initial Preferred Stock Thoughts Trigger Warning: Long ...

2025-01-28T21:42:16Z

$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.

I ran some numbers on MSTR, it turns out that doing the $2B ...

2025-01-25T22:31:20Z

I ran some numbers on MSTR, it turns out that doing the $2B Preferred Offering and 2 additional $3B Convertible debt offerings ($6B Total) is not going to be enough to get to the target 25% leverage ratio. It only gets us to 22.26% (assuming Bitcoin stays at these price levels).

So in fact they will likely have to go bigger and bump those converts up to $4B each (or issue 4 $2B Converts) which gets us to 24.9% leverage.

Side note for those still talking about the over leveraged position of MSTR (even today), with the 2027 converting the Debt-to-Equity ratio is currently 0.15. Go take a look at some other companies and see where that stacks up in the "risky leverage" category. Even issuing the proposed $8B in converts it only gets to 0.32.

Q1 is going to be very busy with lots of Bitcoin buying.

Nostr event nevent1qqstvsqx03w5r39an6982kcrwvjk44e8483u0m5sjfjl5qzy43s9y5gzyq22430drwpj26akxda9nevxkrjsr0ltv9r69g9c7ull3mnljs2jc0gkfcy

2025-01-24T01:22:29Z

Good riddance SAB 121. We won’t miss you.

Thanks for having me!

2025-01-20T19:38:19Z

In reply to nevent1q…yv0w
_________________________

Thanks for having me!

Had a great time chatting with Bram! #note1m7r…0h6x

2025-01-20T19:38:12Z

Had a great time chatting with Bram!

quoting
note1m7r…0h6x
BFM118: The ultimate 2025 $MSTR Outlook 📈 - with BenWerkman (nprofile…7d5r) ⚡️

We discuss saylor (nprofile…sj7c) ’s strategy, #Bitcoin treasury trends, financial engineering, market sentiment, valuation metrics, global adoption, and market tailwinds.

https://www.youtube.com/watch?v=cgaMa7UwYXc

Great time chatting with Bram! #note16wh…esf6

2025-01-19T22:18:21Z

Great time chatting with Bram!

quoting
note16wh…esf6
BFM118 w/ BenWerkman (nprofile…7d5r) drops tomorrow!⚡️

The ultimate $MSTR 2025 Outlook 👀

We discuss saylor (nprofile…sj7c) 's strategy, Bitcoin treasury trends, market sentiment, valuation metrics, global adoption, and market tailwinds.

Get notified🔔
📺http://youtube.com/@bramk⁠⁠
🎧http://bitcoinformillennials.com

TRAILER:

Mining Bitcoin. https://m.primal.net/NoAu.png

2025-01-19T16:25:13Z

Mining Bitcoin.

Jeff killed it as always on this one with @npub1s5y…6q7z, make ...

2025-01-16T20:31:48Z

Jeff killed it as always on this one with preston (npub1s5y…6q7z), make sure you give it a watch!

https://youtu.be/wckGA8C7pYs

$SMLR Bitcoin Per Share Metrics - Q1 2025 It didn't take long ...

2025-01-15T21:33:56Z

$SMLR Bitcoin Per Share Metrics - Q1 2025

It didn't take long for SMLR to get back to their acquisition strategy as they indicated on their recent podcast with Tim Kotzman (Go check it out, worth the watch).

Let's take a look at where the first purchase of 2025 puts them QTD.

BTC / Fully Diluted Share: 0.00021615 (+3.37%)
Fully Diluted Shares / 1 BTC: 4,626.5 (-3.26%)

BTC / Outstanding Share: 0.00024185 (+7.54%)
Outstanding Shares / 1 BTC: 4,134.9 (-7.01%)

There was a material gap between the 2 categories driven primarily by a noticeable increase in stock options which moved from 699,000 at the last reporting to 1,141,000 which impacted the fully diluted metrics.
Good start to the year, looking forward to seeing what evolutions emerge in their strategy for 2025!

$MSTR Bitcoin Per Share Metrics - Q1 2025 The trend of consistent ...

2025-01-15T21:33:12Z

$MSTR Bitcoin Per Share Metrics - Q1 2025

The trend of consistent #Bitcoin accumulation continues in 2025.

Even with a short sample period so far in 2025, MSTR has increased their core KPI by 0.32% and it already requires 2 less shares to have an allocation to the value of 1 BTC. Immediate improvement, and the fixed income offerings haven't even started rolling yet!

BTC / Fully Diluted Share: 0.00159337 (+0.32% QTD)
Diluted Shares / 1 BTC: 627.6 (-0.32% QTD)

BTC / Outstanding Share: 0.00182564 (+0.28% QTD)
Outstanding Shares / 1 BTC: 547.8 (-0.27% QTD)

Lots to look forward to this year. We had a huge improvement in all metrics in 2024, looking forward to seeing what the MSTR team has up their sleeves for 2025!

$MSTR Bitcoin Per Share Metrics - 2024 Year End What a year 2024 ...

2025-01-06T16:26:07Z

$MSTR Bitcoin Per Share Metrics - 2024 Year End

What a year 2024 was for MSTR!

Let's take a look at what was accomplished.

Bitcoin Held
To begin 2024, MSTR held 189,150 BTC. Closing 2024 they added 258,320 #Bitcoin to their treasury holdings. This is an increase of 136.6% for the year! That's a TON of Bitcoin buying!

Bitcoin Per Assumed Fully Diluted Share:
MSTR entered 2024 with 0.00091096 BTC per fully diluted share and exited 2024 with 0.00158826. That represents an annual increase of 74.3%!

At the closing Bitcoin price for 2024 of $93,381, that means that during the year the MSTR Treasury team generated $63.25 in new value per assumed fully diluted share. Wow!

Not only that, at the beginning of 2024 you needed to own 1,097.7 share of MSTR to have an allocation to 1 BTC. At the end of 2024, that now sits at 629.6 shares, a decrease of -468.1 shares or -42.6% for the year!

The treasury team was busy!

What 2025 has to offer
Entering the new year, we already know that the team is going to be busy. Let's check in on the 21/21 plan.

The $21B in equity was active in 2024 using $14.23B from the ATM. Entering 2025, the ATM has $6.77B remaining for use.

As for the fixed income $21B, there is plenty of room for utilization. They did 1 convertible debt offering in 2024 for $3B meaning we have $18B remaining to be utilized on the plan. It seems that Q1 may be the quarter of fixed income as MSTR has leverage capacity and has already announced their $2B Preferred offering.

MSTR is currently sitting on a leverage ratio of ~16.6% which is far below the typical target of 25%. This means they have space for $4-$5B in convertible bond offerings immediately should they choose to utilize it. This number will be even higher after acquisitions from the Preferred offering and if you take into account that several of the existing convertible bonds are essentially equity at today's prices.

So very quickly we could see $6-$10B in fixed income products entering the market in Q1 alone! What a way to kick off 2025!

It's a big year for Bitcoin with the tail winds strongly shifting in favor of the hardest money known to mankind. These tail winds coupled with the demand the capital markets have shown for securitized Bitcoin products means we are likely far from done seeing the evolution of the asset class on Wall Street.

I want to wish everyone good health and great fortune in the New Year!

🤜 🤛

2025-01-02T20:21:46Z

In reply to nevent1q…ga70
_________________________

🤜 🤛

Math checks out.

2025-01-02T03:54:52Z

In reply to nevent1q…uk5v
_________________________

Math checks out.

Nostr event nevent1qqsgu7h0r72yfe5ehwt3l80re4tsa4qn3axfecz4qk3npzswh0058ygzyq22430drwpj26akxda9nevxkrjsr0ltv9r69g9c7ull3mnljs2jcp76k69

2024-12-25T14:20:48Z

Merry Christmas everyone!

Thanks for sharing! It was an awesome experience chatting Bitcoin ...

2024-12-15T06:38:21Z

In reply to nevent1q…hklv
_________________________

Thanks for sharing! It was an awesome experience chatting Bitcoin with jack mallers (npub1cn4…3vle) and Ben!

$MSTR Convertible Notes - Conversion Eligibility Watch And there ...

2024-12-11T03:23:45Z

$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 ...

2024-12-10T06:50:36Z

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 ...

2024-12-10T06:48:42Z

$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).

I have received a lot of questions about whether $MSTR could ...

2024-12-06T23:20:20Z

I have received a lot of questions about whether $MSTR could simply use the ATM to raise cash to redeem the 2027 notes.

The short answer is no.

There are protections put in place for the bond holders to protect the value of their investment. Even if MSTR calls for redemption of the bonds early, the bond holders have the protection to elect to receive their shares. They are not forced into a cash redemption which would lose all the value of their now "in the money" call option.

Without these protections, nobody would buy the bonds. Imagine you bought a bond with a 0% coupon (i.e. no interest payments) and if the stock performed well the company could just pay you back your original investment and move on so you got zero benefit from your investment.

Bad deal, right?

You locked your capital up, and got absolutely no benefit for doing so.

This is why these protections are put in place.

Not only that, if MSTR is the one to call the redemption early they actually will end up owing the bond holders MORE shares than anticipated at origination due to the "make whole provision".

For more details of the mechanics, check out this post 👇

quoting
note19dy…pv4f
$MSTR Convertible Bond Early Conversions

Trigger Warning - Long Post

Alright, let's get back to some educational MSTR content now that we've gotten plenty of fill of bull content over the past couple of days.

As of today, there are 2 of the convertible notes that are eligible for early conversion:

2027 Notes - $1.05B / 7,330,050 Shares
2030 Notes - $800M / 5,341,600 Shares

There is a difference between the two however. The 2030 notes are eligible to convert ONLY at the request of the bond holders.

The 2027 notes are in a more unique spot. Yes, they too can be converted by the bond holders. However, they also hold a cash redemption ability for MSTR due to the "no-call" period expiring on February 20, 2024 making MSTR also the beneficiary of the "130% Rule".

For the 2030 notes, their no-call period does not expire until March 22, 2027 which is why those notes are purely at the discretion of the bond holders.

Early Conversion by Bond Holders
So let's start with what they have in common. Now that they have both achieved the 20/30 days of the shares price trading 130% above the conversion price (i.e. the 130% rule), the bond holders have the ability to convert these bonds at any time now or in the future.

Yes, this does mean that they could call MSTR tomorrow and request their shares. It does not, however, mean that they will do this.

While the indenture documents do include language describing a "review process" MSTR will undertake at the beginning of each quarter to determine whether notes are eligible to convert, the holders to not need to wait that long. If they do, that review process just means that MSTR will determine eligibility and notify all the bond holders of their bonds right to convert early if they wish.

The only real delays in the conversion process when called by the bond holders will be the time between the request being made/validated and the settlement of the shares from MSTR to the bond holders.

So as you can see, with every single bond currently in countdown for early conversion eligibility, this makes things very interesting very quickly.

What if MSTR calls for Cash Redemption?

Right now, this is what applies to the 2027 bonds. Because they are beyond the "no-call" period, MSTR now has the ability to call for the redemption of the notes in cash.

However, they cannot force a cash redemption. If they do call for the cash redemption, the Bond holders have until up to 2 days before the redemption date that is set to instead request shares. That is certainly the most likely scenario.

But that is not as simple as it sounds, and there is a reason why MSTR may not call for redemption themselves.

A little discussed fact about these bonds is that there is essentially a "riser" clause which protects the bond holders. What it essentially does is increase the number of shares MSTR would need to deliver (beyond what is specified in the press releases when the offerings are closed). The change in amount of shares is a function of the date they are redeemed and the price the stock is trading at.

Here is what that table looks like for the 2027 notes (note this is all pre-split for the share prices, so divide by 10 in your head):
So let's take a look at the February 15, 2024 effective date since that is the last effective date we have passed.

Currently, MSTR is trading at $335 per share. That means that based on this table, MSTR would owe the bond holders an additional 0.253 shares per $1,000 in bonds on top of the 6.981 shares based on the initial conversion rate.

So that is essentially an increase in shares owed of ~3.6% from the initial assumption (which was used in the fully diluted share count metrics).

So as you can see, it is likely in MSTRs best interest to first see if the bond holders want to convert before they decide to call for cash redemption and potentially wind up owing an additional 265,650 shares.

But you can see the issue here, right? It's also in the bond holders best interest to wait just a little longer and hope MSTR calls the redemption even if they want to redeem themselves. After all, why not take some bonus shares if all else is equal? I mean they can just hedge out their current equity exposure if they don't want that risk and their best case is they get more shares, worst case is they get to convert and hopefully roll their capital into the next convertible offering.

So this is a little bit of a game of cat and mouse here. Also, as you see in the table if the share price goes above $350 per share that additional share issuance drops to ~1.6% additional and above $430 it drops to 0.67% additional. So you can see MSTRs incentive to hold off as the economics improve, particularly if they have balance sheet space to pre-issue more converts before they need to make this call anyways.

We are going to learn a lot in how these are handled over the next couple of months, so keep an eye out. We learn more every day with these bonds and with the current strength #Bitcoin is showing we are going to get lots of practice at evaluating these things.

Good luck out there!

$MSTR Convertible Notes - Conversion Eligibility Watch Highlight ...

2024-12-06T23:18:49Z

$MSTR Convertible Notes - Conversion Eligibility Watch

Highlight - The 2032 Notes are now eligible for early conversion by the bond holders! That means 4/6 existing bonds are eligible for conversion at anytime. The 2031 notes are on track to be eligible by close of markets on Tuesday (12/10). The newly issued 2029 bonds are not yet eligible for an early conversion countdown and thus are excluded currently from this tracking list.

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 18 closes above the $302.54 130% trigger price in the last 18 day. We need 2 more closes above $302.54 over the next 12 trading days.

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).

$MSTR Convertible Notes - Conversion Eligibility Watch 2027 Notes ...

2024-12-04T22:45:21Z

$MSTR Convertible Notes - Conversion Eligibility Watch

2027 Notes ($1.05B / 7,330,050 Shares)
Status: Eligible ✅
The 2027 notes have qualified for early conversion by the bond holders. In addition, these have also qualified for early cash redemption by MSTR.

2028 Notes ($1.01B / 5,513,489 Shares)
Status: Eligible ✅
The 2028 notes have qualified for early conversion by the bond holder. For these, it is 100% up to bond holder discretion and MSTR cannot call for cash redemption.

2030 Notes ($800M / 5,341,600 Shares)
Status: Eligible ✅
The 2030 notes have qualified for early conversion by the bond holder. For these, it is 100% up to bond holder discretion and MSTR cannot call for cash redemption.

2031 Notes ($603.75M / 2,594,310 Shares)
Status: Not Eligible ❌
We have had 16 closes above the $302.54 130% trigger price in the last 16 day. We need 4 more closes above $302.54 over the next 14 trading days.

2032 Notes ($800M / 3,915,200 Shares)
Status: Not Eligible ❌
We have had 18 closes above the $265.63 130% trigger price in the last 18 days. We need 2 more closes above $265.63 over the next 12 trading days.

Reminder: This is only tracking eligibility. 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 many new people entering the $MSTR space which is great ...

2024-12-01T20:21:27Z

There are many new people entering the $MSTR space which is great to see, but because of this I think it may be helpful to give a simplified example people can use and conceptualize from their personal life to understand at a high level what MSTR has been doing with their strategy.

Trigger Warning: It's long, but not as long as yesterday.

Income vs. Net Worth
These are 2 concepts that most people understand at least at a high level in their personal lives. For this example, we will consider your income to simply be the salary from your job.

Net worth is slightly more complex but is essentially what comprises your personal balance sheet (if you've never built one, please do). The formula for your net worth is quite simple, it is Assets - Liabilities = Net Worth. This is essentially saying the value of the items you own less any money you owe on those items (or in general).

The main categories that fall into the assets for most people would be things like cash, investments (401K, IRA, Brokerage, #Bitcoin, etc.), real estate, vehicles, high end jewelry and collectibles. There are many other items that are assets, but these are some of the big ones. When talking assets, it's often worthwhile to split out your "financial assets" from your other less liquid assets. This helps you to focus on categories individually when you are strategically deploying them to create more wealth (i.e. increase your net worth).

So when you are looking at your options to generate wealth, you are focusing on a combination of your income and your net worth. However, society has essentially told us that your value is tied to your salary and that this should be your sole focus. Every year when review time comes all employees stop what they are doing and look at ways to cleverly try to show their bosses their value in an attempt to get a raise. Often, those raises disappoint so people will shift their focus to opening a job search in hopes of increasing their salary that way. It's exhausting (i've done it too). Who has time for investing?

I'll give some unsolicited advice that I don't typically give. For the first decade of your career, hyper focus on your income (salary). This is where your assets will initially be acquired from. However, you have to make sure you don't allow lifestyle creep to take over and eliminate your "net" income (income left after paying your living expenses). This net income is what you can transfer to your balance sheet (through investments, acquiring assets, etc.).

The reason I say the first decade is because when you start out in your career, the most valuable asset you have to create wealth for yourself is time. Time is the magic input for compounding, and the more time your assets have to compound in value year over year the more impactful they will be to securing your freedom. So ignore everyone else buying flashy things or spending your time wondering how they could afford them (I can tell you, debt). Hyper focus on funding your retirement accounts, HSA accounts, brokerage accounts, buying Bitcoin, etc. These assets being in place early gives you a superpower that most people will not understand until they have lost the most value periods of time they have to kick starts the compounding engine.

After a decade of hyper focus on accumulation of assets, you can essentially let time take the wheel (this doesn't mean quit making money, it means that the value of your assets will start to grow without you needing to do much and hopefully eventually in increments that exceed your total salary). The compounding impact of returns will build wealth for you over time without needing to spend all your time worrying about getting a raise, getting laid off or sitting in a job you hate burning years of your life you can't get back. Your assets will ultimately buy you your freedom and time back, and that needs to be the goal. Life is finite, and the more time you have to focus on passions and not on "surviving" will help make the ride overwhelmingly more enjoyable.

Please always remember, it is very easy to look rich. It is very difficult to become rich.

Alright, enough of my own personal philosophy rambling let's get back to how this pertains to MSTR.

How does this apply to the MSTR Strategy?
MSTR has the same setup. The markets have conditioned us to look at companies and assign value based on how quickly they grow their revenue (salary in our personal example) and net income (take home pay). Markets are constantly looking for growth, but because of that most companies don't get to accumulate assets on their balance sheet from these earnings. They need to redeploy them into the company to fund expansion/sales/hiring/facilities/etc. to continue to show growth in the revenue that will indicate to the market that they are on the trajectory to being a "rich" company despite many showing thin margins.

MSTR started this way as well. For the better part of 3 decades, they focused on building their software products, deploying sales and implementation teams to get companies onboarded to their BI product, and each year had to hyper focus on squeezing every dollar out of their platforms and contracts that they could get. But once growth slowed, the markets determined there was little of value here due to the forward looking nature of valuations.

So Saylor shifted his focus. What he did do during the early periods was create a company that was providing him with steady cash flow that was accumulating on his balance sheet as an asset. They had removed meaningful liabilities, and were actually very strong from a balance sheet perspective (company net worth) and very unencumbered by debt.

Now MSTR had a decision to make. Was it a better use of their time to try to foece a 5-10% raise in their salary (revenue) every year even if it meant little in the terms of take home, or was there a different way to generate wealth?

They turned to utilizing their assets. They initially deployed there cash in to a harder, stronger asset that had a better anticipated return (infinitely better than the negative return of cash) which could generate increasing asset value on their balance sheet. If your asset growth outpaces your liability growth, your net worth is increasing. So MSTR decided their time was going to be better spent accumulating assets than spending all their time and capital on sales/growth efforts (obviously they are doing this still, but you get what I'm saying).

Think of it like this. Let's say that their revenue (salary) was $500M and their net worth after all those years of building the business was $1B (i'm making these up for illustration). Where would their efforts be better served in the long run for generating value through trying to generate a 10% return?

Well, if they increase their revenue 10% that means there is another $50M coming in the door for revenue. But there are expenses, so their take home may only be 10% of that amount or $5M. This would mean that they have $5M available to transfer to their balance sheet to put to work.

On the other hand, if they focused on more efficient and opportunistic deployment of the $1B they had available on their balance sheet then this same 10% target would yield $100M but they get to keep all of it (ignoring taxes in both scenarios for simplicity).

This is where compounding kicks in. If the first scenario, that $5M they took home if it gained another 10% the next year would yield $500K in additional value on the balance sheet (total now $10.5M). However, looking at the $100M generated from utilizing the balance sheet instead would generate an additional $10M the next year (total now $110M).

You can start to see the impact here of this happening year after year. But this is misunderstood because the markets have taught us to largely overlook balance sheet strength as a method for valuations. Most often, when balance sheets are evaluated it is to point out that companies have accumulated massive amounts of cash and they can't find ways to deploy it so we start looking for dividends or acquisitions.

MSTR is in constant deployment mode. They made the determination that they will ensure their balance sheet is 100%+ deployed into a new asset they believe will allow them the benefit of compounded value over potentially hundreds of years. This approach to time horizon focus is new in the corporate world, and is why so many don't understand the strategy. They take a short term view while ignoring the evolving nature of the world and capital.

Summary
So in summary, you are witnessing a corporation shift from focusing on income to focusing on net worth. This is a strategy that builds for the long term future.

This is an approach everyone should apply to their own lives. Stop thinking short term about the next thing you want to purchase. Set your sights decades out and make the best use of the assets you accumulate early to achieve those goals.

We always hear "work smarter, not harder", well for your personal wealth this is what that means.

Spend the time working to build your assets, so your assets can get put to work building wealth for you.

I acknowledge this is a simplified overview which skips nuances of leverage, MSTR's access to capital markets, etc. But I think it is a core concept people need to really think about and understand as a foundational component for both their personal lives and for how they understand the strategy MSTR is deploying at a basic level.

Have a great rest of the weekend everyone!

There is a lot of demand going around right now to focus on the ...

2024-12-01T03:00:04Z

There is a lot of demand going around right now to focus on the $MSTR bear case, so i'll do a bit of that today. If there is a desire, I'll go deeper once I'm not on vacation.

Trigger Warning: Wildly long. Probably lots of spelling mistakes in this one, but you'll get my point so please forgive any errors. 🤣

I'll start by saying this, no I don't make the bear case my primary focus right now in posting because I see the first major point in time risk coming in 2028 at the earliest due to MSTR currently being able to call the 2027 bonds and essentially force a conversion if they want. Of note, the 2028 bonds are also eligible for early conversion by the bond holders, but not yet callable by MSTR until December 2027.

Let's start by clearing up that there is no margin call/forced liquidation with the convertible debt. That risk was associated with the bank loan they had earlier, but there is no Bitcoin price at which MSTR gets "force liquidated". I've seen a lot of posts including this, but it simply is not a thing.

Ok, with that in mind let's move forward.

The vast majority of the risks discussed are tied to the convertible debt, or the demand for the convertible debt. When it comes to the converts, you really have point in time risk with the maturity point of each of the notes. Essentially what this means is that your risk you are evaluating is a convergence of bad timing where you get a Bitcoin Black Swan event coupled with a maturity of one of the convertible bonds keeping it below it's conversion price and requiring a cash repayment.

This risk is exactly why MSTR deploys a "ladder strategy" for their convertible bond offerings. They spread the maturities of the bonds so that no more than one bond offering will mature in any given year. This allows MSTR to ride out fluctuations in Bitcoins price and the cycles.

If we look at the upcoming bonds for maturity, there are 2 to be looking at imo: the 2028 and the 2029 (remember my personal belief is the 2027 are as good as converted at this point, so take that for what it's worth).

With the first maturity in September 2028 (they can be converted at any time after March 15, 2028, but not focusing on those clauses for now) this means that if we are to believe the 4 year cycles for #Bitcoin will continue, we will be just 2.5 months earlier in the next cycle than we are in this current cycle at maturity. The largest of the notes, the most recent 2029 $3B notes, will mature in December 2029, which is essentially peak of the next Bitcoin cycles (coincidence? I doubt it. I think 2029 was intentionally left open for the first scaled up offering).

So when looking at a bear case with this in mind, we are first acknowledging that we think the cycles likely won't repeat and further we are assuming the cycle breaks to the downside and stays there for an extended period of time. This, in my opinion, would require a major shift in the regulatory environment, an exploit, or a long term black swan economic event. Out of the question? Of course not, but I can't predict these so I won't try.

Alright, now that we've gone through the fine print let's just focus on a couple scenarios. I'm not making price predictions in this scenario (other than general observations) because like everyone else, I have absolutely no idea where the share price will go. I'm simply looking at what could happen.

What happens if Bitcoin's price goes down in the near term?

Well for starters, it would be unlikely we see more convertible notes in the short term if this happened. If Bitcoin's price declines, it means that the fair market value of their holdings will decline as well. Since the leverage is tied to the value of the Bitcoin holdings (see posts I've done prior for this overview) this would mean that they would drift towards the higher end of their target range. So that puts them in a position where they would be in a holding pattern for converts. Not the end of the world, the leverage is already there.

As long as the shares are trading above book, they could continue to use the ATM to acquire (and keep their leverage ratio in range by adding Bitcoin), but they will likely slow the activities here to just enough to keep in line with guidance.

Does this mean shares will decline during this period? Of course it does, MSTR's share price is tied to the growth rate of their Bitcoin holdings per share and the FMV of their Bitcoin treasury holdings. Volatility goes both directions, never forget that. It's core to the model so don't be caught off guard when it cuts to the downside. This scenario impacts both categories. Their growth would slow, and the value of their holdings would decline. That certainly equals a lower share price.

However, this short term view is not an existential threat to MSTR, just simply a period of lower activity.

What if the share price is below the conversion price when the 2028 notes come due?

In my opinion, this is the first time it gets interesting. While the share price going down temporarily will be painful for investors, it's hardly a threat to collapsing MSTR. But not being able to handle a maturity? That's more of a topic for concern and consideration.

Now the initial thought everyone has is "well they'll just sell Bitcoin!", but I doubt it. We need to be a bit more strategic than that, no problem has just one single solution after all.

But just for fun, what would the price of Bitcoin need to be before just the Bitcoin couldn't cover this maturity?

The answer is $2,611 (2028 debt / total Holdings). Realistically, people will track the value at which MSTR goes into the red collectively on their debt vs. just the one point in time, but this is a view into a catastrophe scenario (we all probably have a lot more problems if BTC is $2,611 than our MSTR shares).

As it stands today, the price at which MSTR would not be "fully covered" on their debt from just Bitcoin alone is $18,784. So also a long way from this scenario and this is why they manage their leverage ratios to allow for market fluctuations.

But let's think a little less binary and a little more strategic. How do we address this?

We have to look at what our other options would be that don't include selling the Bitcoin (you know the rules, you never sell your Bitcoin).

I see 3 primary options available: Bonds, Traditional Debt, ATM.

We have only seen one evolution of bond offerings here. So for this scenario, if converts are not in favor anymore we would have to look for a new customer base to draw from. We could do this by looking at new bond categories.

Depending on market conditions overall, we may have to approach these differently. It's possible they can still offer unsecured bonds with either a fixed or floating rate. Fixed will be more desirable if rates are low at the time while floating would be great if rate conditions are anticipated to get better throughout the term. However, if the market conditions are really bad, they may need to pivot and provide some collateral backing. This would likely be done with "Bitcoin Secured Bonds" and these would also have fixed or floating rates, but because of the collateral the coupons may be lower than the unsecured.

The goal here is to "roll the debt" further out in the future. This basically buys time for conditions to change in the Bitcoin market. The proceeds would be used to cash redeem the 2028 notes and the new bonds would likely go out another 4-5 years before maturity. So this doesn't come with additional Bitcoin (unless upsized), but it makes sure that no Bitcoin is sold and also doesn't come with any equity attached like the converts.

The obvious consideration here is that these require cash flow to support them, so one consideration to work through will be the health of the operating company. I'm not going to make any projections on that as I have no inside view to the demand they are seeing over the next 4 years.

Traditional debt is simple. It basically just means take out a loan to cash redeem the notes. Bank loans come with a lot of stings (debt service covenants, collateral requirements, etc.) so it's not ideal, but it does the same thing as the bonds and moves the maturities out. These will also come with market interest rates that the operating company needs to cover.

For both the new bonds and the traditional debt, we are looking to move these out far enough to allow conditions to improve. Once conditions improve, we can look at redeploying convertible bonds once again to help clear this debt at some point in the future.

The other option is the ATM. It's possible in advance of a maturity MSTR starts using the ATM to hold cash to minimize the upcoming maturity risk. If it all works out at a conversion is able to take place, they always have the option to deploy the cash they built up into more Bitcoin.

Keep in mind, the ATM isn't an all or nothing approach. It could be used in conjunction with one of the other options as well to decrease the amount of debt they are rolling forward. There is an analysis to be done at the time to determine how best to preserve shareholder value.

What if this happens for many years in a row?

This becomes a question of how much can the operating company cash flow at that time. The options from the last scenario remain on the table to roll the debt. If several years go by and the debt all has to be cash redeemed then we start having to consider the potential for Bitcoin to be sold, or highly dilutive ATM issuances being deployed.

Nobody should be under the illusion that there is no risk in the model, of course there is. Our job as investors is to weigh the risks and make an assessment of how real they are and whether risks many years in the future are probable enough to keep us out of an opportunity today.

What about mNAV?

This is more discussed from an investment perspective vs. an existential risk to the organization. There are any number of scenarios that can compress the mNAV, including Saylor himself and the ATM use. Let's not pretend that's not real, of course it is. For now, it is an accepted risk as the belief of many (myself included) in this investment is that Bitcoin is going to be hitting a major adoption curve and the goal should be acquire quickly before bigger buyers (i.e. nations) enter the scene. That timeline is getting shorter each day.

As MSTR uses the ATM aggressively the mNAV compresses. It shouldn't be a secret that MSTR selling their own shares does absorb some of the buying pressure in the market, it absolutely does. This is often why we see price climb during quiet periods before earnings when they stop using it. It's also why the ATM will be used more aggressively during periods of bullishness when volume rises. Conversely, it will be used less during price declines and bearish periods for Bitcoin.

mNAV will ebb and flow, likely quite wildly. I see it more as a sentiment indicator of Bitcoin than I do as some concrete law for market cap valuations for MSTR. Everyone gets to assign their own values to the strategy of MSTR, there will never be consensus. I share mine based on my thesis, but that doesn't need to be yours. If you don't believe there is a justification for a premium, then this isn't the trade for you to be in. No arguments needed, this is how markets work.

A note on forward looking valuation
Another important aspect for people to consider is that your future valuation of MSTR is likely directly tied to your personal outlook on Bitcoin and the future evolution of the use cases for the asset class. Personally, I see a bright future that likely brings many monetization opportunities for MSTR to utilize their Bitcoin as it becomes further engrained in the global financial system.

If you are trying to be early to an opportunity, this takes a degree of looking into the future and seeing opportunities that others can't see yet. I personally think that is the case with MSTR. If you view Bitcoin as static and never changing, then you won't likely have a positive outlook for MSTRs prospects beyond simply "fair value" of their Bitcoin.

This also isn't a topic requiring arguments amongst people (intellectual discussions, just not fights), it's up to everyone to determine their probabilities for these different outcomes and determine how they use it to assign a valuation today. This is specifically why I always reiterate that "investing is an individual sport".

What if there is no longer demand for convertible debt?

There has been a ton of discussion about what happens if volatility is no longer favorable for MSTR and the convertible bonds are no longer sought after.

First, let's keep in mind that the alternative issuers of convertible debt will often have volatility of 20-30%, MSTR is often 100% - 110%. So there is a long way to go before they are no longer desired imo.

But what if it happens and their customers for converts are gone? Well, what happens if demand for iPhones disappears? AAPL stock probably goes down right?

No different with MSTR, if they lost their ability to generate their yield then their growth is "slowing" and their valuation would compress. Nothing magical here, and it doesn't need to be taboo to say this. The question really becomes can they create another product offering that can fill the void left by the converts?

I've been rambling forever now, so I'm not going down this rabbit hole for today, but people can spend some time on that thought process themselves.

Summary
Every single investment contains risks, I'm not going to pretend this isn't the case. MSTR is not immune to this fact of life. However, your job as an investor is to evaluate these risks and future opportunities for yourself and assign probabilities to the outcomes. From there, you can take a position with your eyes wide open.

Don't trust my views, don't trust anyone else's views. You are deploying your own capital and you should take the time to make an independent assessment that determines whether MSTR is the stock for you or not. If you come to the conclusion not to invest, so be it. You won't find me trying to convince anyone to invest, it makes no difference to me and I have no interest in getting into arguments about the topic, it's unproductive to the bigger picture.

Obviously I didn't cover every other risk possible here, just a couple of the ones I see discussed. You also have regulatory risks, key man risk (MSTR has a killer team, I'm not concerned), custody risks, etc. Take the time to become familiar and spend a few minutes thinking about each.

Hopefully this is helpful to many to understand some of my views and thought processes on this topic. I'll try to spend some time discussing some of these in more detail on streams as the opportunities arrive. If I've left out something critical (entirely possible, I'm writing this on vacation so not 100% caught up with all the discussions out there right now) just let me know and I'll try to address them in future posts.

If you made it this far, congratulations! I hope everyone has a wonderful weekend, we'll be back at it next week when the markets open!

$MSTR Nasdaq 100 Tracking - 11/29/2024 (Snapshot Day) Well today ...

2024-11-29T22:24:09Z

$MSTR Nasdaq 100 Tracking - 11/29/2024 (Snapshot Day)

Well today is the snapshot day for the Nasdaq 100 data. As of today, MSTR would find themselves at a ranking position of #52 (officially #51 due to Google having 2 slots for GOOG and GOOGL).

This position comes with an estimated inflow of $936.9M from the top 3 funds (QQQ, QQQM, QQQE).

So here is what we are looking for now:

12/13 - Official announcement
12/20 - Reconstitution (changes effective)

So let's keep an eye on those dates.

There has been some confusion going around about the differences between Nasdaq 100 and QQQ/other funds as it pertains to changes/rebalancing.

Nasdaq 100 is updated once per year. There are situations where changes may be made quarterly for mid-year removals and additions, but for practical purposes consider this a one time event at the end of each year.

For QQQ, it is slightly different. While major changes to inclusions will follow along with Nasdaq 100, they will rebalance their fund based on market cap weighted adjustments quarterly throughout the year.

One other fun fact just from doing this, if you are holding QQQ you may want to consider giving QQQM a look. While the liquidity is lower, so is the expense ratio so if it is a long term position for you then you may want to lower expenses for the same exposure. But I digress.

I will be looking for official updates to the AUM for the 3 funds I am tracking to get us an accurate figure on the inflows. My hunch is those numbers will be out on Monday (there is a delay in reporting). Keep an eye out on that update.

While there are many schools of thought on the "Financial" standing of MSTR, I still personally see them getting included. To not include them would be a deviation in methodology and a one off that I don't think is likely to happen at this stage. If there are changes to be made to classifications, I think it would have to come as a much broader update to the methodology and not done to single out a single entity. After all, all companies have a treasury function. MSTR just does it better than most.

I hope everyone enjoyed the holiday! We have much to look forward to as we move towards 2025!

Today is the Nasdaq 100 snapshot day. The snapshot for inclusion ...

2024-11-29T11:37:31Z

Today is the Nasdaq 100 snapshot day. The snapshot for inclusion will be taken at the close of the shortened trading day today.

Let’s see what the markets have in store for $MSTR…

$MSTR Convertible Notes - Conversion Eligibility Watch 2027 Notes ...

2024-11-18T21:54:30Z

$MSTR Convertible Notes - Conversion Eligibility Watch

2027 Notes ($1.05B / 7,330,050 Shares)
Status: Eligible ✅
The 2027 notes have qualified for early conversion by the bond holders. In addition, these have also qualified for early cash redemption by MSTR.

2028 Notes ($1.01B / 5,513,489 Shares)
Status: Not Eligible ❌
We have had 12 closes above the $238.14 130% trigger price in the last 15 days. We need 8 more closes above $238.14 over the next 15 trading days.

2030 Notes ($800M / 5,341,600 Shares)
Status: Eligible ✅
The 2030 notes have qualified for early conversion by the bond holder. For these, it is 100% up to bond holder discretion and MSTR cannot call for redemption.

2031 Notes ($603.75M / 2,594,310 Shares)
Status: Not Eligible ❌
We have had 5 closes above the $302.54 130% trigger price in the last 5 day. We need 15 more closes above $302.54 over the next 25 trading days.

2032 Notes ($800M / 3,915,200 Shares)
Status: Not Eligible ❌
We have had 7 closes above the $265.63 130% trigger price in the last 7 days. We need 13 more closes above $265.63 over the next 23 trading days.

Reminder: This is only tracking eligibility. There is no obligation for the bond holders to convert or for MSTR to redeem for cash (2027 only).

$MSTR 200K Bitcoin Accumulation in 2024? So let's assume ...

2024-11-17T19:39:37Z

$MSTR 200K Bitcoin Accumulation in 2024?

So let's assume $MSTR has already accumulated the additional 9,730 BTC to get to 100K #Bitcoin for the year pending an announcement.

It's possible they blow peoples minds and go for another 100K by the end of December. So let's think about the feasibility of this.

Let's just assume they need $10B in capital to get another 100K (it might be more, but I'm assuming a $100K per BTC average because it's the weekend and I like easy math).

They can do this through 2 primary sources, the ATM and convertible debt.

Let's strategize.

Let's just take it at face value that our working strategic assumption as the Treasury team is that Bitcoin will close out the year at $100K. Now our target as an organization is to have accumulated 200K Bitcoin by the end of 2024 (210K is a better number, but let's be simple here).

We have to make some estimates about what our leverage ratio looks like as we execute towards our goals to keep us aligned with our risk framework so let's work it out.

At a price of $100K per Bitcoin, this would give them an estimated fair market value on their balance sheet of $38,915,000,000 for their Bitcoin at the end of 2024 if they hit their accumulation target of 389,150 BTC (Current 279,420, plus 9,730 to get to 100K, plus another 100K).

If they maintain 25% leverage against that, this means they could support $9.73B in convertible debt outstanding.

So with these assumptions in mind, this means they could raise an additional $5.4B in convertible debt if we assume nothing at all will convert (highly unlikely imo), if notes have/have committed to converting then they can raise more through this channel but let's stay conservative.

So then we need to come up with another $4.6B. There are 21 trading days in December (limiting the scope for simplicity and feasibility assessment) so they will need to raise ~$219.05M per day to hit their target.

They'd likely want to limit their impact on the market, so they'd want to keep a low issuance target like 2% of daily volume or something of this nature. So this assumes they need ~$11.0B in daily trading volume to issue this much daily. They can scale up on high volume days where possible, but this gives us an idea of what a baseline needs to look like.

Now, adding in that there are 2 weeks left in November to work with means their ATM daily could be lower and they can get a running start on convertible debt if they want. But again, we're stress testing a shorter timeframe for execution.

When you lay it out like this, it doesn't seem impossible to execute.

Now to stay within an assumed ~$65M of free cash flow on the bond coupons, we'd really be looking to hold $8.125B at a blended rate of 0.80% by the end of the year so that's where a couple conversions would help us out.

Anyways, fun brain activity for the weekend. I love that there are so many potential bullish outcomes for this community to kick around. Obviously this is just my own thoughts on the topic, so don't take this as MSTR's execution plans. I have no idea what they'll do, but it's fun to see if it's even remotely possible to achieve massive outcomes like this.

Hope everyone is having a great weekend!

$MSTR Nasdaq 100 Tracking - 11/15/2024 So one unique movement to ...

2024-11-16T04:02:09Z

$MSTR Nasdaq 100 Tracking - 11/15/2024

So one unique movement to include in the update today, I have incorporated $PLTR (Palantir) into the data as they announced their move over to Nasdaq which will make them eligible for inclusion as well.

With their market cap, they currently sit in spot #29. Not important to MSTR other than to say that they did take over one of those coveted "Top 75" slots and we need to be aware of that.

But back to the star of the show. $MSTR is currently sitting in spot #61 which holds them firmly in the Top 75 at this time. With their current allocation, this would provide MSTR with an estimated $798.5M in inflows from the top 3 funds.

We have 9 more trading days before their fate is locked in. #Bitcoin has continued to show great resilience at these new highs which is holding MSTR relatively steady within the rankings.

The MSCI World index will rebalance 11/26 and we will have to wait and see if we get another share count update from MSTR from ATM usage before the 11/29 snapshot is taken.

It's going to be exciting all the way to the end!

$MSTR Convertible Notes - Conversion Eligibility Watch 2027 Notes ...

2024-11-16T04:00:55Z

$MSTR Convertible Notes - Conversion Eligibility Watch

2027 Notes ($1.05B / 7,330,050 Shares)
Status: Eligible ✅
The 2027 notes have qualified for early conversion by the bond holders. In addition, these have also qualified for early cash redemption by MSTR.

2028 Notes ($1.01B / 5,513,489 Shares)
Status: Not Eligible ❌
We have had 12 closes above the $238.14 130% trigger price in the last 15 days. We need 8 more closes above $238.14 over the next 15 trading days.

2030 Notes ($800M / 5,341,600 Shares)
Status: Eligible ✅
The 2030 notes have qualified for early conversion by the bond holder. For these, it is 100% up to bond holder discretion and MSTR cannot call for redemption.

2031 Notes ($603.75M / 2,594,310 Shares)
Status: Not Eligible ❌
We have had 5 closes above the $302.54 130% trigger price in the last 5 day. We need 15 more closes above $302.54 over the next 25 trading days.

2032 Notes ($800M / 3,915,200 Shares)
Status: Not Eligible ❌
We have had 7 closes above the $265.63 130% trigger price in the last 7 days. We need 13 more closes above $265.63 over the next 23 trading days.

Reminder: This is only tracking eligibility. There is no obligation for the bond holders to convert or for MSTR to redeem for cash (2027 only).

$MSTR Convertible Bond Early Conversions Trigger Warning - Long ...

2024-11-15T05:47:19Z

$MSTR Convertible Bond Early Conversions

Trigger Warning - Long Post

Alright, let's get back to some educational MSTR content now that we've gotten plenty of fill of bull content over the past couple of days.

As of today, there are 2 of the convertible notes that are eligible for early conversion:

2027 Notes - $1.05B / 7,330,050 Shares
2030 Notes - $800M / 5,341,600 Shares

There is a difference between the two however. The 2030 notes are eligible to convert ONLY at the request of the bond holders.

The 2027 notes are in a more unique spot. Yes, they too can be converted by the bond holders. However, they also hold a cash redemption ability for MSTR due to the "no-call" period expiring on February 20, 2024 making MSTR also the beneficiary of the "130% Rule".

For the 2030 notes, their no-call period does not expire until March 22, 2027 which is why those notes are purely at the discretion of the bond holders.

Early Conversion by Bond Holders
So let's start with what they have in common. Now that they have both achieved the 20/30 days of the shares price trading 130% above the conversion price (i.e. the 130% rule), the bond holders have the ability to convert these bonds at any time now or in the future.

Yes, this does mean that they could call MSTR tomorrow and request their shares. It does not, however, mean that they will do this.

While the indenture documents do include language describing a "review process" MSTR will undertake at the beginning of each quarter to determine whether notes are eligible to convert, the holders to not need to wait that long. If they do, that review process just means that MSTR will determine eligibility and notify all the bond holders of their bonds right to convert early if they wish.

The only real delays in the conversion process when called by the bond holders will be the time between the request being made/validated and the settlement of the shares from MSTR to the bond holders.

So as you can see, with every single bond currently in countdown for early conversion eligibility, this makes things very interesting very quickly.

What if MSTR calls for Cash Redemption?

Right now, this is what applies to the 2027 bonds. Because they are beyond the "no-call" period, MSTR now has the ability to call for the redemption of the notes in cash.

However, they cannot force a cash redemption. If they do call for the cash redemption, the Bond holders have until up to 2 days before the redemption date that is set to instead request shares. That is certainly the most likely scenario.

But that is not as simple as it sounds, and there is a reason why MSTR may not call for redemption themselves.

A little discussed fact about these bonds is that there is essentially a "riser" clause which protects the bond holders. What it essentially does is increase the number of shares MSTR would need to deliver (beyond what is specified in the press releases when the offerings are closed). The change in amount of shares is a function of the date they are redeemed and the price the stock is trading at.

Here is what that table looks like for the 2027 notes (note this is all pre-split for the share prices, so divide by 10 in your head):
So let's take a look at the February 15, 2024 effective date since that is the last effective date we have passed.

Currently, MSTR is trading at $335 per share. That means that based on this table, MSTR would owe the bond holders an additional 0.253 shares per $1,000 in bonds on top of the 6.981 shares based on the initial conversion rate.

So that is essentially an increase in shares owed of ~3.6% from the initial assumption (which was used in the fully diluted share count metrics).

So as you can see, it is likely in MSTRs best interest to first see if the bond holders want to convert before they decide to call for cash redemption and potentially wind up owing an additional 265,650 shares.

But you can see the issue here, right? It's also in the bond holders best interest to wait just a little longer and hope MSTR calls the redemption even if they want to redeem themselves. After all, why not take some bonus shares if all else is equal? I mean they can just hedge out their current equity exposure if they don't want that risk and their best case is they get more shares, worst case is they get to convert and hopefully roll their capital into the next convertible offering.

So this is a little bit of a game of cat and mouse here. Also, as you see in the table if the share price goes above $350 per share that additional share issuance drops to ~1.6% additional and above $430 it drops to 0.67% additional. So you can see MSTRs incentive to hold off as the economics improve, particularly if they have balance sheet space to pre-issue more converts before they need to make this call anyways.

We are going to learn a lot in how these are handled over the next couple of months, so keep an eye out. We learn more every day with these bonds and with the current strength #Bitcoin is showing we are going to get lots of practice at evaluating these things.

Good luck out there!

$MSTR - Roadmap 2025 BTC Per Share KPI Alright, no plan can ...

2024-10-06T22:54:09Z

$MSTR - Roadmap 2025 BTC Per Share KPI

Alright, no plan can proceed without ensuring we will meet our targets. After all, a KPI was communicated to the market and we need to make sure MSTR will achieve the 8% yield in 2025. So let's see if we made the cut.

First we must see how we wrapped up Q4 2024 so we know our BTC/Share metric entering 2025 to measure against.

We started Q4 with a fully diluted share count of 235,118,899 (you'll have to take my word for it). This amount includes RSUs/Options of 5,704,000 which I will leave constant throughout.

Q4 2024 Actions
In Q4, we had 2 actions taken. We issued a $725M 2029 Convertible Noted offering with a strike price of $252/Share resulting in new shares of 2,876,984.

Additionally, we utilized the full ATM amount of $890,000,000. I am assuming this got utilized at $175 per share so this results in 5,085,714 new shares immediately outstanding.

So with these two actions in mind, we exit 2024 with our 276,170 Bitcoin and 243,081,597 Fully Diluted Shares.

2024 BTC per Fully Diluted Share = 0.00113612 (2024 Yield of 24.41%, impressive)

Q1 2025 Actions
This quarter had 2 actions. The 2027 note converted adding 7,330,050 to the shares outstanding, but no new impact to the fully diluted share metric.

Aside from that, it was free cash flow purchases only of 69 Bitcoin to achieve a total of 276,239 BTC.

Q1 2025 BTC per Share = 0.00113640

Q2 2025 Actions
A much busier quarter. We converted the 2028 and 2030 notes which added 5,513,489 and 5,341,600 to the shares outstanding, but these don't impact the fully diluted share metric.

What did impact our metric was replacing these two convertible notes with new 2028 and 2030 notes both carrying a $399 strike price and new shares of 1,879,699 for each (3,759,398 total).

We now have 291,239 BTC and 246,840,996 fully diluted shares.

Q2 2025 BTC per Share = 0.00117986

Q3 2025 Actions
Very similar to Q2, the 2031 and 2032 notes converted adding 6,509,510 new shares outstanding, but once again this doesn't impact our fully diluted metric.

But once again, we replaced these notes with 2 new notes for 2031 and 2032 with strike prices of $462 adding new shares of 1,136,364 each to our fully diluted metric (2,272,728 total).

We now have 300,000 BTC and 249,113,724 fully diluted shares.

Q3 2025 BTC per Share = 0.00120427

Q4 2025 Actions
In Q4 the 2029 note we issued in Q4 2024 converted adding 2,876,984 new outstanding shares, but no impact to fully diluted.

We then replaced this with yet another 2029 note at a strike price of $560 which added 937,500 new shares to our fully diluted metric.

We now close 2025 with 303,750 BTC and 250,051,224 Fully Diluted Shares.

This gives us a BTC per fully diluted share at the end of 2025 of 0.00121475.

So now the moment of truth, did we hit the goal.

Well our 2025 Yield would be (0.00121475 - 0.00113612) / 0.00113612 which gives us.......

6.92%

OH NO! WE HAVE FAILED!

As everyone knows, close only counts in horse shoes and hand grenades so we cannot let this slide.

Well, this is why we test our scenarios before we commit to them. But fear not, all is not lost and we will right this ship!

And it's actually a pretty simple fix. Our problem in this scenario is we got too aggressive in Q4 2024 which gives us a higher exit rate out of 2024 and stole progress from Q1 2025.

So how are we going to fix this?

It's pretty straight forward, we are going to split the $890,000,000 ATM evenly between Q4 2024 and Q5 2025.

Now, this does mean we will ultimately accumulate less Bitcoin than our first strategy (BTC price estimated to be higher in Q1 than Q4 so our money doesn't get us as many BTC) but hitting KPIs matters in the equity markets and missing a target is likely more impactful to the share price than holding less Bitcoin at the end. People will argue this, but it's my scenario so I'm sticking with this thought.

I won't bore you with running through every single figure by quarter again, so I'll stick to the cliff notes here. Evenly splitting the ATM gives us an exit from 2024 with the following metrics:

End of Q4 2024 Updated Metrics
Outstanding Shares (info Only): 206,350,250
Fully Diluted Shares Count: 241,710,883
Bitcoin in Treasury: 267,805
BTC / Fully Diluted Share: 0.00110796

End of Q4 2025 Updated Metrics
Outstanding Shares (info Only): 235,038,383
Fully Diluted Share Count: 249,797,009
Bitcoin in Treasury: 300,059
BTC / Fully Diluted Share: 0.00120121

So now we hold on to our seats while we see if we were able to course correct. This gives us (0.00120121 - 0.00110796) / 0.00110796 or........

8.42% Annual Yield

Phew, close call but we pulled it off while keeping our cash flow metrics the same as the original post since we only needed to change the execution of the existing ATM and could leave our convertible roadmap untouched.

So in summary, this course doesn't seem like much of a stretch. They can certainly exit 2025 hitting their 8% KPI and allowing themselves continued flexibility with strong free cash flow to do whatever they need to do in 2026 to keep their momentum and building a continuously stronger BTC per share metric.

Am I right in this scenario? Who knows, markets are anything but linear. But it's very fun to do the thought exercises to see what the possibilities are.

So let's keep an eye on 2025 and see where we wrap up. My prediction is we don't lack any excitement!

quoting
note1gty…czcu
$MSTR - The De-Risking Bullish Roadmap for 2025

Trigger Warning - Crazy Long Post

Alright, now that I've done an overview of what the unhinged bull case for #MSTR #Bitcoin accumulation looks like I thought it would probably be worth it to spend a little time on what a more measured approach
through 2025 might look like keeping risk in mind.

We already discussed how $MSTR has ~$65.2M available in cash flow annually to service convertible debt offerings with. At present, they are supporting $4.264B in open convertible offerings which require ~$34.6M in interest payments annually.

This puts MSTR at a very reasonable position of utilizing 53.05% of their cash flow for debt servicing. Even if they had taken a traditional $4.264B loan directly from a bank they would be in compliance the typical 1.75x Debt Service Covenants they typically impose. But that's not really relevant, so we'll move on.

So what does a reasonable world look like for MSTR?

First, they're going to deploy their $890M in remaining ATM. I'd almost count this as a given in Q4. They will want to collect these Bitcoin at lower prices so I will assume they get that completed at ~$65k per Bitcoin giving them ~13,600 #BTC.

Now if you are managing risk, you would want to ensure that you allow for fluctuations in your business cash flows as to not alarm the markets by being underwater on what is required to support your debt. I would argue that they could extend up to 75% if advantageous to them to do so, but it isn't required. That would allow for an additional $2.29B at their current rates of 0.625%.

But we're staying mildly more responsible in this scenario, so let's just stick with 60% as a max cap with a goal to lower throughout the year. So with 60% as a cap, I would expect $MSTR to do 1 more offering of $725M in Q4 which if executed at ~$70k Bitcoin prices would get them another 10,350 Bitcoin yet this year.
So what next?

Now we need to start looking forward. If Saylor and his team are as savvy as they seem to be, they are focused on capitalizing this cycle to really cement their advantage, but there is nuance to it.

Once they have reached the 60% utilization of their cash flow cap, they will now be looking for conversions. They have 1 convertible note which is well within striking distance for Q4 2024.

This would be the 2027 maturity notes at $1.05B. The 130% rule will kick in at $186.22 which is a mere 7.2% gain away from the current price as I write this. That seems very reasonable to qualify for conversion during Q4 2024 and ultimately converting in Q1 of 2025.

In our scenario, this conversion is less impactful than most. The reason is that these notes carry 0% interest rates, so it doesn't return any free cash flow from shedding interest expense so this doesn't allow for another convertible offering in Q1 of 2025 as they will still be at the 60% threshold we have established. He may elect for an ATM to not lose momentum, but I'm sticking conservative and will say Q1 is quiet with free cash flow from the quarter for purchases only of $6.5M netting them 69 Bitcoin (I know, not what we're used to).

What this conversion does do, is greatly lower the break even price and brings it down from $18,064 in our last scenario to $14,258 due to shedding the liability, so not a total waste since we are looking to control risk.

Now Q1 isn't totally meaningless. In my BTC purchase from cash flow above I assume BTC is ~$95,000 at this point in time, and that means that MSTR is likely trading conservatively around $285 per share. So what this means is that during this quarter, it is highly likely that 2 additional notes have become eligible for conversion in Q2 (now we're talking!).

The 2028 notes have a 130% trigger of $238.14 and the 2030 notes have a 130% trigger of $194.70. In our scenario is would seem highly likely those would have been achieved. It's also possible the 2032 notes with a trigger at $265.63 would have also been hit, but for the sake of conservatism I'll assume they didn't quite get the full 20 days they needed in a 30 day period.

So with the 2028 and 2030 converting in Q2 2025, we now drop $1.81B from our liabilities. I would expect this capital to get redeployed in Q2 2025 as the "last setup" before the bull run "concludes" (we'll see about that).

This is a big chunk, so I'd continue to keep it as 2 separate notes and because we now have no maturities in 2028 and no maturities in 2030 I'm going to recycle these into the same structure, but now the conversion price will move up to $370.50 based on the assumption that MSTR is trading around $285 at this time.

To de-risk, I'm only redeploying $1.5B this time around in 2 offerings of $750M each. This will lower the cash flow requirements by ~$2M annually and will lower my average maturity per year to ~$725M which seems reasonable. We don't want maturity concentration risk that could result in unnecessary selling of BTC in any one single year.

I'm going to assume Bitcoin is now at $100,000 so this nets us 15,000 new Bitcoin to the treasury at the time of purchase. It also lowers our break even price down to $12,460 due to the additional Bitcoin and reduced debt load. Additionally, our cash flow utilization is now down to ~57%.
So what else happens in Q2?

With Bitcoin at $100,000 MSTR is likely trading in a range around $330. So this allows us the potential for 2 additional notes to convert, the 2031 and the 3032. These notes have 130% trigger prices of $302.54 and $265.63 respectively.

With those notes hitting that trigger, they would now convert in Q3 dropping $1,403,750,000 off the liabilities.

But now we are nearing the potential tail end of the cycle, and these won't be eligible for the 130% rule until Q1 of 2026 so we are going to get a bit more conservative now.

I like round numbers, and MSTR in my scenarios is now at a stones throw distance to 300,000 Bitcoin. So that is going to be our target. I'm going to assume we are trading around $120,000 Bitcoin in Q3 so that means we will need to redeploy ~$1.05B to hit our target.

Since these note maturities are still farther out and we now have nothing on the books in 2031 and 2032 we will split this between the two years with $525M each. The 2031 has an interest rate of 0.875% which we will keep, but the maturity has now shortened to the 2032 Notes enough from their initial pricing at 2.25% so I will assume we can now get 1.5% for these (all cash flow improvements matter).

With these changes our cash flow utilization plummets to 40.45% and our BTC break even price reduces to $10,917. The risk management is certainly working! The treasury would now hold an even 300,000 BTC.
Excellent. But the show goes on so let's bring it home.

With Bitcoin prices in Q3 around $120,000, we are probably looking at a MSTR price of ~$370 (likely far higher, but I've been keeping mNAV expansion and mania out of this). So this means that our last note that was put in place in Q4 of 2024 is now eligible for conversion in Q4 of 2025 due to the $327.60 130% trigger price.

This is our last hurrah in out quest to de-risk our cash flows exiting the cycle. So now we freed up $725M from the 2029 convertible offering. To de-risk, we are going to replace this note with another 2029 offering of only $525M (to match the last 2 we just did).

Let's assume Bitcoin runs up to $140,000 in Q4 so we are able to collect 3,750 Bitcoin with this one.
What a year 2025 has been! Let's recap where we close out.

Throughout this process MSTR has acquired 51,530 new Bitcoin from start of Q4 2024 to end of year 2025 ending at 303,750 BTC in the treasury. That is a whopping 20.4% increase in holdings. That's an accomplishment in its own right. It also lowers the BTC Break Even Price to $10,123.

Exiting the year, MSTR would now have $3.075B in convertible debt offerings on the books. That is a decrease of -$1,188,750,000 or 27.9% from the start of Q4 2024 which is a serious lowering of the risk here.

MSTR would now require $25,125,000 annually to service these new notes. That is down -$9,470,313 or 27.4% from start of Q4 2024. This leaves us with cash flow utilization of 38.53% and a debt service coverage ratio of 2.60x. These are significant improvements to the metrics and greatly reduce the risk profile. The beauty is we did all this without taking our foot off the gas (with some cooperation from Bitcoin of course).

MSTR would now be in an amazing position to exit 2025, as strong as ever with a huge amount of Bitcoin on the balance sheet. There is still upside in a mania where more debt falls off in Q1 2026, but I have to stop this story somewhere. It's fun to think through regardless.

So in summary...

Bullish.

🙏

2024-10-06T15:02:32Z

In reply to nevent1q…l550
_________________________

🙏

Seems like the right time for the chairs to go. Standing is ...

2024-10-06T15:02:16Z

In reply to nevent1q…c9lq
_________________________

Seems like the right time for the chairs to go. Standing is healthier anyways, right? 😂

$MSTR - The De-Risking Bullish Roadmap for 2025 Trigger Warning - ...

2024-10-06T04:05:40Z

$MSTR - The De-Risking Bullish Roadmap for 2025

Trigger Warning - Crazy Long Post

Alright, now that I've done an overview of what the unhinged bull case for #MSTR #Bitcoin accumulation looks like I thought it would probably be worth it to spend a little time on what a more measured approach
through 2025 might look like keeping risk in mind.

We already discussed how $MSTR has ~$65.2M available in cash flow annually to service convertible debt offerings with. At present, they are supporting $4.264B in open convertible offerings which require ~$34.6M in interest payments annually.

This puts MSTR at a very reasonable position of utilizing 53.05% of their cash flow for debt servicing. Even if they had taken a traditional $4.264B loan directly from a bank they would be in compliance the typical 1.75x Debt Service Covenants they typically impose. But that's not really relevant, so we'll move on.

So what does a reasonable world look like for MSTR?

First, they're going to deploy their $890M in remaining ATM. I'd almost count this as a given in Q4. They will want to collect these Bitcoin at lower prices so I will assume they get that completed at ~$65k per Bitcoin giving them ~13,600 #BTC.

Now if you are managing risk, you would want to ensure that you allow for fluctuations in your business cash flows as to not alarm the markets by being underwater on what is required to support your debt. I would argue that they could extend up to 75% if advantageous to them to do so, but it isn't required. That would allow for an additional $2.29B at their current rates of 0.625%.

But we're staying mildly more responsible in this scenario, so let's just stick with 60% as a max cap with a goal to lower throughout the year. So with 60% as a cap, I would expect $MSTR to do 1 more offering of $725M in Q4 which if executed at ~$70k Bitcoin prices would get them another 10,350 Bitcoin yet this year.
So what next?

Now we need to start looking forward. If Saylor and his team are as savvy as they seem to be, they are focused on capitalizing this cycle to really cement their advantage, but there is nuance to it.

Once they have reached the 60% utilization of their cash flow cap, they will now be looking for conversions. They have 1 convertible note which is well within striking distance for Q4 2024.

This would be the 2027 maturity notes at $1.05B. The 130% rule will kick in at $186.22 which is a mere 7.2% gain away from the current price as I write this. That seems very reasonable to qualify for conversion during Q4 2024 and ultimately converting in Q1 of 2025.

In our scenario, this conversion is less impactful than most. The reason is that these notes carry 0% interest rates, so it doesn't return any free cash flow from shedding interest expense so this doesn't allow for another convertible offering in Q1 of 2025 as they will still be at the 60% threshold we have established. He may elect for an ATM to not lose momentum, but I'm sticking conservative and will say Q1 is quiet with free cash flow from the quarter for purchases only of $6.5M netting them 69 Bitcoin (I know, not what we're used to).

What this conversion does do, is greatly lower the break even price and brings it down from $18,064 in our last scenario to $14,258 due to shedding the liability, so not a total waste since we are looking to control risk.

Now Q1 isn't totally meaningless. In my BTC purchase from cash flow above I assume BTC is ~$95,000 at this point in time, and that means that MSTR is likely trading conservatively around $285 per share. So what this means is that during this quarter, it is highly likely that 2 additional notes have become eligible for conversion in Q2 (now we're talking!).

The 2028 notes have a 130% trigger of $238.14 and the 2030 notes have a 130% trigger of $194.70. In our scenario is would seem highly likely those would have been achieved. It's also possible the 2032 notes with a trigger at $265.63 would have also been hit, but for the sake of conservatism I'll assume they didn't quite get the full 20 days they needed in a 30 day period.

So with the 2028 and 2030 converting in Q2 2025, we now drop $1.81B from our liabilities. I would expect this capital to get redeployed in Q2 2025 as the "last setup" before the bull run "concludes" (we'll see about that).

This is a big chunk, so I'd continue to keep it as 2 separate notes and because we now have no maturities in 2028 and no maturities in 2030 I'm going to recycle these into the same structure, but now the conversion price will move up to $370.50 based on the assumption that MSTR is trading around $285 at this time.

To de-risk, I'm only redeploying $1.5B this time around in 2 offerings of $750M each. This will lower the cash flow requirements by ~$2M annually and will lower my average maturity per year to ~$725M which seems reasonable. We don't want maturity concentration risk that could result in unnecessary selling of BTC in any one single year.

I'm going to assume Bitcoin is now at $100,000 so this nets us 15,000 new Bitcoin to the treasury at the time of purchase. It also lowers our break even price down to $12,460 due to the additional Bitcoin and reduced debt load. Additionally, our cash flow utilization is now down to ~57%.
So what else happens in Q2?

With Bitcoin at $100,000 MSTR is likely trading in a range around $330. So this allows us the potential for 2 additional notes to convert, the 2031 and the 3032. These notes have 130% trigger prices of $302.54 and $265.63 respectively.

With those notes hitting that trigger, they would now convert in Q3 dropping $1,403,750,000 off the liabilities.

But now we are nearing the potential tail end of the cycle, and these won't be eligible for the 130% rule until Q1 of 2026 so we are going to get a bit more conservative now.

I like round numbers, and MSTR in my scenarios is now at a stones throw distance to 300,000 Bitcoin. So that is going to be our target. I'm going to assume we are trading around $120,000 Bitcoin in Q3 so that means we will need to redeploy ~$1.05B to hit our target.

Since these note maturities are still farther out and we now have nothing on the books in 2031 and 2032 we will split this between the two years with $525M each. The 2031 has an interest rate of 0.875% which we will keep, but the maturity has now shortened to the 2032 Notes enough from their initial pricing at 2.25% so I will assume we can now get 1.5% for these (all cash flow improvements matter).

With these changes our cash flow utilization plummets to 40.45% and our BTC break even price reduces to $10,917. The risk management is certainly working! The treasury would now hold an even 300,000 BTC.
Excellent. But the show goes on so let's bring it home.

With Bitcoin prices in Q3 around $120,000, we are probably looking at a MSTR price of ~$370 (likely far higher, but I've been keeping mNAV expansion and mania out of this). So this means that our last note that was put in place in Q4 of 2024 is now eligible for conversion in Q4 of 2025 due to the $327.60 130% trigger price.

This is our last hurrah in out quest to de-risk our cash flows exiting the cycle. So now we freed up $725M from the 2029 convertible offering. To de-risk, we are going to replace this note with another 2029 offering of only $525M (to match the last 2 we just did).

Let's assume Bitcoin runs up to $140,000 in Q4 so we are able to collect 3,750 Bitcoin with this one.
What a year 2025 has been! Let's recap where we close out.

Throughout this process MSTR has acquired 51,530 new Bitcoin from start of Q4 2024 to end of year 2025 ending at 303,750 BTC in the treasury. That is a whopping 20.4% increase in holdings. That's an accomplishment in its own right. It also lowers the BTC Break Even Price to $10,123.

Exiting the year, MSTR would now have $3.075B in convertible debt offerings on the books. That is a decrease of -$1,188,750,000 or 27.9% from the start of Q4 2024 which is a serious lowering of the risk here.

MSTR would now require $25,125,000 annually to service these new notes. That is down -$9,470,313 or 27.4% from start of Q4 2024. This leaves us with cash flow utilization of 38.53% and a debt service coverage ratio of 2.60x. These are significant improvements to the metrics and greatly reduce the risk profile. The beauty is we did all this without taking our foot off the gas (with some cooperation from Bitcoin of course).

MSTR would now be in an amazing position to exit 2025, as strong as ever with a huge amount of Bitcoin on the balance sheet. There is still upside in a mania where more debt falls off in Q1 2026, but I have to stop this story somewhere. It's fun to think through regardless.

So in summary...

Bullish.

#Bitcoin is preparing for an explosive Q4. $IBIT options is just ...

2024-09-22T00:38:49Z

#Bitcoin is preparing for an explosive Q4. $IBIT options is just the starting gun for the run.

Jack put on a masterclass in shutting down the gold bug argument, ...

2024-09-10T15:08:51Z

In reply to nevent1q…d9qx
_________________________

Jack put on a masterclass in shutting down the gold bug argument, it was a pleasure to watch him work!

Stack sats, wait. That’s really all there is to it. #Bitcoin

2024-09-04T05:44:12Z

Stack sats, wait.

That’s really all there is to it.

#Bitcoin

Big step for someone with as big of a following as Dr. Jeff. Well ...

2024-09-02T21:30:04Z

Big step for someone with as big of a following as Dr. Jeff. Well done!

quoting
note1mk9…s5y3
I did a thing today.

#Nostr is now my only social media account.

Decentralize.

All in.

Onwards.

Nostr event nevent1qqszvl5jp0r0s6qhsjw48kehk94majnvfrlshpnta97z78gl04u0vzszyq22430drwpj26akxda9nevxkrjsr0ltv9r69g9c7ull3mnljs2jchkg7ef

2024-08-31T18:21:04Z

Brazil is NGMI with these policies.

Slowly, then all at once… #bitcoin #btc

2024-08-30T03:22:41Z

Slowly, then all at once…

#bitcoin #btc

Post earnings $IREN is highly undervalued on an EV / EHs basis ...

2024-08-29T02:16:39Z

Post earnings $IREN is highly undervalued on an EV / EHs basis and well below the average of ~107M / EHs for the #Bitcoin Mining industry.

I sense a re-pricing inbound.

I’m not sure the SEC even knows what a security is anymore. ...

2024-08-28T20:11:17Z

I’m not sure the SEC even knows what a security is anymore. When is the last time they won one of these witch hunts?

#opensea #bitcoin #nft

Everyone likes some price predictions/guesses so here are a few ...

2024-08-28T17:13:41Z

Everyone likes some price predictions/guesses so here are a few of mine for some of the #Bitcoin miners.

Yes, there is a model with assumptions for future share dilution, BTC price appreciation, BTC HODL growth, industry EV valuation expansions, etc., etc., but that is boring so we will skip it.

I will say I am giving no credit for surprise AI/HPC deals, and thus this is my base case I'm working with utilizing current stated growth plans. All miners shown got exactly the same treatment applied and assumes they will hit their targets (many won't, keep that in mind).

So without further context, here are some of my current predictions:

You have to love seeing BitGo having to refill from their cold ...

2024-08-28T14:18:19Z

In reply to nevent1q…7esw
_________________________

You have to love seeing BitGo having to refill from their cold storage. Tick tock.

Well all know the #Bitcoin supply shock is coming. Patience is ...

2024-08-28T01:27:26Z

Well all know the #Bitcoin supply shock is coming. Patience is all that is required now.

Two years of down, and then down some more. Tough look. #Bitcoin ...

2024-08-28T01:11:40Z

In reply to nevent1q…klac
_________________________

Two years of down, and then down some more. Tough look. #Bitcoin only.

Bitcoin poison pill must have kicked in to stop the bankers from ...

2024-08-27T22:29:47Z

In reply to nevent1q…msxc
_________________________

Bitcoin poison pill must have kicked in to stop the bankers from getting it all

I was gone for like an hour. Did the #Bitcoin CEO resign in ...

2024-08-27T22:17:45Z

I was gone for like an hour. Did the #Bitcoin CEO resign in scandal?

When my Braiins Mini Miner shows up these #Bitcoin miners better ...

2024-08-27T20:28:56Z

When my Braiins Mini Miner shows up these #Bitcoin miners better watch it. I plan on getting a block of my own and nobody can convince me I won’t.

$CIFR scaling up. https://m.primal.net/KQWI.jpg

2024-08-27T20:23:06Z

$CIFR scaling up.

🤣

2024-08-27T15:09:01Z

In reply to nevent1q…mg6h
_________________________

🤣

Appreciate the welcome, glad to be here!

2024-08-07T02:48:41Z

In reply to nevent1q…svee
_________________________

Appreciate the welcome, glad to be here!

Nostr event nevent1qqsr7zea9mch6rrhxwlk9nfgdkslz26qqycwx3qnmg0d84hr694j83szyq22430drwpj26akxda9nevxkrjsr0ltv9r69g9c7ull3mnljs2jc39mya7

2024-08-07T02:18:21Z

Hello World.