QUANTUMONLINE.COM SECURITY DESCRIPTION: MicroStrategy, Inc. 10.00% Series A Perpetual Stride Preferred Stock liquidation preference $100 per share, not callable at the issuer's option, and with no stated maturity. Non-cumulative distributions of 10.00% per annum ($10.00 per annum or $2.50 per quarter) will be paid quarterly on 3/31, 6/30, 9/30 & 12/31 to holders of record on 3/15, 6/15, 9/15 & 12/15 prior to the payment date (NOTE: the ex-dividend date is the record date). The dividends are non-cumulative and if the board of directors does not declare a dividend or the company fails to pay a dividend declared by the board for any quarterly dividend period, the holder will not be entitled to receive any dividend for that quarterly period and the undeclared or unpaid dividend will not accumulate.
Dividends paid by this preferred security are eligible for the preferential income tax rate of 15% to a maximum of 20% depending on the holder's tax bracket (and under IRS specified holding restrictions) and are also eligible for the dividends received deduction for corporate holders (see page S-43 of the prospectus for further information).
Upon the occurrence of a fundamental change of control the holder will have the right to require the company to redeem some or all of their shares of perpetual stride preferred stock at a cash repurchase price equal to the liquidation preference plus declared and unpaid regular dividends, (see the prospectus for details).
This security is possibly subject to a call as a result of a tax event or if the total aggregate liquidation preference of all perpetual stride preferred stock then outstanding is less than 25% of the aggregate liquidation preference of the perpetual strike preferred stock issued in the initial offering.
This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of distributions and upon liquidation, the preferred shares rank junior to the company's senior debt, junior to the Strike preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the preferred stock by clicking on the ‘Link to IPO Prospectus’ provided below.
