Case Name :      MicroStrategy, Incorporated: PIPE

Authors :           Susan Chaplinsky

Source :             Darden School of Business

Case ID :           UV0275

Discipline :        Finance

Case Length :    18 pages

Solution Sample availability : YES

Plagiarism : NO (100% Original work)

In mid-June 2000, Michael Saylor, the CEO of MicroStrategy, is considering an investment of $125 million of convertible preferred stock in his firm by a group of private investors including Citadel Investment Group LLC. The offer comes at a difficult time for the company, as only three months earlier, its stock had reached a record price of $300 per share. At that point the company had registered a $1 billion seasoned equity offering. Shortly thereafter, the company was forced to restate its earnings after running afoul of the U.S. Securities and Exchange Commission (SEC) for its revenue-recognition practices. Although the restatement did not change the company’s cash-flow position, it did result in an SEC investigation and the cancellation of the stock offering. In order to meet Saylor’s ambitious plans for MicroStrategy, additional funding must be obtained. With public-market funding sources shut off, students must evaluate what the best course of action is for the firm at this moment. Students are asked to evaluate a new form of venture financing called private investments in public enterprises (PIPE). PIPEs differ from conventional floating-rate convertibles in that the conversion price in most cases can only be adjusted downward. The case considers both the pros and cons of these investments.