- Shift to perpetual preferreds to fund Bitcoin under a BTC credit model
- 6 billion raised YTD with a 2.5 billion Stretch tranche and about 25 percent retail
- Plan to retire convertibles and slow ATM equity with coupons near 8 to 10 percent
Strategy Inc., formerly MicroStrategy, is changing its capital structure by moving from common stock sales and convertible bonds to perpetual preferred stock. Michael Saylor has supported continued Bitcoin accumulation and used equity and convertibles to build about 75 billion dollars in Bitcoin-linked holdings. The new “Stretch” preferred pays a variable-rate dividend, has no voting rights, and does not mature. The design gives the issuer more control over timing, yet it differs from the redemption schedules and covenant profiles that many investors expect.
Michael Saylor outlines a BTC credit model targeting $100 to $200 billion
The stated aim is to create a “BTC Credit Model” where a volatile treasury asset underpins a stream of income securities. Management has floated theoretical capacity of $100 billion dollars or even $200 billion dollars if buyer demand proves deep enough. There is also an acknowledgment that appetite could stall, leaving the company with ongoing payout obligations and fewer financing alternatives. Selling Bitcoin is treated internally as near-taboo, a reflection of the hold-for-the-long-term creed that Michael Saylor repeats, so the financing design seeks to avoid forced sales even in drawdowns.
Michael Saylor and the design of “Stretch” preferreds
The “Stretch” units are neither straight debt nor common equity. They are perpetual, they can allow skipped dividends on certain series without default, and some payouts may be made in cash or in shares. In practice that means dividend obligations can be deferred on non-cumulative series without having to make holders whole later. This reduces the risk of technical default while increasing uncertainty for investors who rely on steady income. Coupons sit in the high-yield zone, commonly referenced around 8 to 10 percent in commentary, which keeps proceeds flowing but raises the bar for sustainable cash coverage during market stress.
Capital raised to date and the latest $2.5 billion dollar tranche
Year to date, the company reports roughly $6 billion raised across four perpetual preferred offerings. The most recent “Stretch” tranche sized at about 2.5 billion dollars ranks among the largest crypto-linked capital raises this year and, on size alone, eclipsed a high-profile IPO in the sector. About one quarter of that sale went to retail participants according to a company presentation, underscoring the depth of the community that follows Michael Saylor and sees the preferreds as a direct way to fund continued Bitcoin accumulation.
Michael Saylor, retail demand, and the path to institutions
Retail participation at nearly a quarter of proceeds stands out because corporate preferred markets are usually dominated by investment-grade utilities and banks. Strategy is unrated, which places the preferreds outside the usual mandates of many fixed-income managers and makes them junior to existing convertible notes. If retail enthusiasm cools, the firm will need to cultivate demand from insurers and pensions, the long-duration buyers that management says it wants to attract. That transition requires comfort with a volatile collateral base and a structure that does not offer voting rights or maturity dates.
Since 2024: more than 40 billion dollars raised and a proxy effect
Since the start of 2024, Strategy cites more than $40 billion raised via a mix of stock and bonds, including approximately 27 billion dollars through common equity programs and roughly 13.8 billion dollars via fixed-income securities. That scale has sharpened the company’s identity on Wall Street as a proxy for Bitcoin exposure. One reason behind the pivot toward perpetual preferreds is practical since the convertibles market typically excludes retail buyers while the preferreds can tap that audience directly, a segment that has proven receptive to Michael Saylor’s thesis.
Retiring convertibles and limiting dilution from the ATM
Management outlines a four-year plan to retire billions of dollars in convertible notes, reduce reliance on common stock sales under the at-the-market facility, and make perpetual preferreds the primary funding source. The 2022 “crypto winter” is a cautionary reference point when a Bitcoin-backed loan from Silvergate and other debt tightened flexibility. Strategy’s chief executive has described the new approach as a means to build a capital structure that does not come due, in contrast with convertibles that either convert and dilute or must be repaid in cash at maturity.
Dividend mechanics, non-cumulative features, and coverage math
Perpetual preferreds require ongoing dividends that, by definition, do not end. Some series are non-cumulative, so missed payments do not accrue. Current terms allow certain obligations to be settled in cash or in stock, and the firm has disclosed that it can sell shares, including below a typical 2.5 net asset-value threshold, if needed to cover debt interest or preferred dividends. For now, dividend coverage leans on equity raised via the ATM program, which Michael Saylor has pledged to slow but not fully suspend. The tension is clear since the treasury asset, Bitcoin, produces no cash yield and has a history of falling by half within months, yet the dividend meter keeps running regardless of price action.
Capital-stack placement and hedging implications
In Strategy’s hierarchy, the perpetual preferreds sit above common shares but remain subordinate to convertible bonds. The market has often favored convertibles because their optionality and liquidity support market-neutral hedging strategies. By contrast, perpetual preferreds are harder to hedge cleanly, and a future retirement of convertibles would remove a well-worn arbitrage tool. That shift could change who participates in the capital structure and at what price, with implications for spreads during both rallies and drawdowns.
Michael Saylor, mNAV premium, and dilution control
A quiet but meaningful advantage for Strategy has been the ability to sell equity at prices above the value of its Bitcoin per share, a gap that the company calls the “mNAV premium.” Issuing stock at that premium raises cash to buy more Bitcoin at what is, in effect, a discount relative to the equity price. Recent compression in the mNAV multiple raises dilution concerns if the firm leans too hard on the ATM. That helps explain why Michael Saylor is emphasizing preferreds that do not convert into equity, trading dilution risk for a running dividend obligation instead.
Pricing the coupon: 8 to 10 percent in perpetuity and the stress case
High single-digit to low double-digit coupons can clear large deals, but they compound over time. Paying 8 to 10 percent on multi-billion-dollar tranches for an unlimited horizon requires either continued access to new buyers, consistent equity issuance at acceptable premiums, or a material rise in Bitcoin’s price that supports broader confidence. If liquidity tightens in a downturn, coverage could become the binding constraint. The non-cumulative feature softens default risk but may reduce the appeal for institutions that prefer stronger income assurances.
Short thesis, premium compression, and basis trades around Bitcoin
Skeptics focus on basis risks between the equity and the asset it mirrors. One prominent short seller argues that non-cumulative, perpetual preferreds paid at the issuer’s discretion are a weak fit for many institutions and sees the push as an attempt to extend leverage after it plateaued. The suggested trade has been to short the stock while remaining long Bitcoin, positioning for a collapse in the premium to net asset value. If that premium narrows while Bitcoin is flat, equity financing becomes less attractive, and the cost of capital for new preferreds could rise.
Operating profile, disclosure, and the role of governance
The preferreds carry no voting rights, reinforcing centralized control over the financing roadmap while leaving income investors with limited governance levers. As an unrated issuer, Strategy must persuade buyers through terms, transparency, and consistency rather than an external rating. Clarity around payout flexibility, triggers for deferral, and the interplay with the ATM program is essential, especially as the investor base evolves from retail toward insurance and pension mandates.
Michael Saylor and the scenario map for Bitcoin drawdowns
The approach hinges on Bitcoin’s perceived staying power and the market’s ongoing willingness to fund an income stream from an asset without yield. In a moderate drawdown, non-cumulative terms provide breathing room, and the issuer can lean on share issuance to bridge gaps. In a severe drawdown where Bitcoin loses 50 percent in months, as history shows it can, the firm would face higher coupons on any new preferreds, thinner mNAV premiums for equity sales, and tougher conversations with income investors. Conversely, in a sustained rally, the model can scale, mNAV premiums can widen, and the theoretical capacity figures of 100 billion to 200 billion dollars become less abstract.
Why perpetuals instead of convertibles, in plain financing terms
Convertibles either dilute on conversion or require cash at maturity if they do not. Perpetual preferreds remove the bullet maturity and shift the risk to continuous coupon coverage. For a company that has consistently sold equity above net asset value and wants to protect that advantage when mNAV tightens, exchanging a one-time dilution event for an open-ended dividend can be a rational trade. The calculus only works if funding channels remain open and if equity can be issued, when needed, at levels that do not unduly erode existing holders.
Michael Saylor, market structure, and the retail-institution bridge
The nearly 25 percent retail take in the latest 2.5 billion dollar tranche illustrates a funding base that is unusual for corporate preferreds. It also signals a bridge that the company will try to cross, retail as cornerstone demand and institutions as scale demand. The step from community enthusiasm to insurer and pension allocations runs through predictable cash flows, term sheets that align with liability structures, and a record of honoring payouts through cycles. The company’s disclosures about paying dividends in shares or cash, its willingness to dip below a 2.5 net asset-value guideline if necessary, and its plan to curtail the ATM over time are all watched for discipline.
Measuring execution against stated targets
The near-term scoreboard is simple to read. About 6 billion dollars raised this year in four perpetual preferred offerings shows that the market will fund the plan at size, and a 2.5 billion dollar tranche confirms that demand can clear large prints. The broader record since early 2024, over 40 billion dollars raised with 27 billion from common equity and 13.8 billion from fixed-income, explains how Strategy became a de facto proxy for Bitcoin exposure. The harder work begins as convertibles are retired, dilution is slowed, and the dividend clock takes center stage.
Conclusion
Perpetual preferreds align funding with a Bitcoin balance sheet, trading maturities for ongoing dividends and curbing dilution when the mNAV premium narrows. The plan leans on retail today and aims for insurers and pensions, yet coverage depends on confidence and coupons near 8 to 10 percent. If demand holds, the model can scale; if it fades in a drawdown, its flexibility will test investor patience and could turn Michael Saylor’s bet into a cautionary example.
Disclaimer
The information provided in this article is for informational purposes only and should not be considered financial advice. The article does not offer sufficient information to make investment decisions, nor does it constitute an offer, recommendation, or solicitation to buy or sell any financial instrument. The content is opinion of the author and does not reflect any view or suggestion or any kind of advise from CryptoNewsBytes.com. The author declares he does not hold any of the above mentioned tokens or received any incentive from any company.
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