When Strategy (MSTR), the largest publicly traded company holding bitcoin, first floated the idea of selling its bitcoin stash to fund its dividend obligations during its recent earnings call, it raised concerns among investors and the crypto community.
However, executive chairman Michael Saylor sat down with CoinDesk senior analyst James Van Straten at Consensus in Miami to explain, in his view,why the announcement was “inconsequential.”
As the firm expands from a bitcoin treasury company into a full-spectrum capital markets operation, in a wide-ranging conversation with CoinDesk, Saylor discussed the company’s potential sale of bitcoin to fund dividends, the mechanics of its preferred stock (called Stretch or STRC), and what critics get wrong about its trading strategy.
This interview has been edited for brevity and clarity. This is the first part of a series of stories from CoinDesk’s interview with Michael Saylor
CoinDesk: Your earnings call revealed that Strategy could sell bitcoin to fund its dividends. That spooked some investors. How significant is it actually?
Michael Saylor: It’s a big nothing burger from an economic point of view. If we were to fund all of our dividends exclusively by selling bitcoin over the next year, we would buy 20 bitcoin for every one we sold. So it’s no different than buying 20 bitcoin and selling no bitcoin. And then from a market point of view, bitcoin has somewhere between $20 and $50 billion of liquidity today. If we were to fund all of our dividends with bitcoin, you would be talking about maybe $3 million; it’s immeasurable. It’s really inconsequential.
CoinDesk: So, how do you actually decide between buying bitcoin, retiring debt, or buying back your own stock?
Saylor: We use two metrics. The first is $BTC yield. What’s the benefit to the common equity shareholder? If there’s no yield, it’s equity neutral. If there’s a negative yield, it’s dilutive. If there’s a positive yield, it’s accretive. The second metric is credit: what is the impact on the balance sheet? Does it create more risk?
For example, if we used all of our dollars to buy back stock, it would be equity-positive, it would create yield, but it would be credit-negative. The market price of bitcoin, of all our credit instruments, of all our bonds, is changing every day. Day to day, we adjust our capital markets activity to take advantage of yield opportunities and to meet our liabilities.
We prioritize trades that create more bitcoin per share. If we can create 10x more bitcoin per share doing one trade versus another, we’d prioritize that first.
CoinDesk: Bitcoin is currently around 36%-37% off its all-time high. Is this a good time to sell high-cost-basis Bitcoin and capture that tax credit?
Saylor: We have the option to capture up to $2.2 billion in tax credit. The value of that credit is changing every day, every minute. We also have the option to calculate the mispricing of the convertible bonds: there’s a massive yield in that. We also have the option to capture bitcoin in a trade. We make that decision week by week, day by day.
Everything we do precludes us from doing something else. So we always have to consider if this is equity-positive, but credit-negative? Maybe it’s screaming good for the equity, makes us $500 million, but it’s a little bit bad for the credit. If the credit is super strong, I would do something equity-positive and slightly credit-negative. If the credit is super weak, we wouldn’t.
We’re not going to telegraph exactly when or whether we do it. But the optionality is there, and it’s one of the more interesting trades on the table right now.
CoinDesk: Critics on X (formerly Twitter) say you always buy the weekly high on bitcoin. What’s actually happening?
Saylor: That’s an ignorant criticism. What’s going on is that when we’re buying bitcoin with an equity swap, it’s because the equity rallied and there’s a massive equity premium. When bitcoin surges, the equity surges, the premium expands, and it actually becomes more profitable for us to swap. We’re swapping a share of MSTR for a share of $BTC when the premium expands, and that’s when bitcoin rallies.
In a week of 168 hours, there might be three hours during which the market has rallied, and we might raise $250 million of swaps in those three hours. So yes, we’re picking the top of the bitcoin market, but we’re also picking the top of the equity capital market and swapping the two of them — and we’re generating a much larger gain. We’re making money for our shareholders risk-free by doing these swaps.
If we wanted to do those swaps when the price is low, the premium is low. It makes much less money, or we would lose money for the common [shares] by swapping the equity when the bitcoin price is low. That’s why it appears that we might be buying the top, but we’re not buying it with money that’s been sitting around.
CoinDesk: STRC has been your breakout product. Can you explain how it differs from a typical bond?
Saylor: We constructed this instrument so it would be extraordinarily robust. The key is that we created a perpetual preferred that never comes due. When someone decides they want to sell $2 billion of STRC, we’re not redeeming it. There is no liquidation right. There is no put right. It’s not a bank deposit.
If I sell you $2 billion of a stablecoin on Friday, you can redeem it on Monday, and I have to come up with $2 billion of cash. But when we sell you $2 billion of Stretch, it’s a perpetual swap. We’re agreeing to pay you SOFR [Secured Overnight Financing Rate] plus a credit spread forever. You’re agreeing to give us the money forever. We’re planning to hold bitcoin forever.
The liquidity isn’t being provided by us. It’s being provided by the market. There are people at Soros and Millennium and Citadel that actually want to make fast trades in minutes or hours. If I pegged the entire thing at 100 and absorbed all the liquidity myself, they wouldn’t have the opportunity. And I would take on $100 billion of risk, which would be a problem for the equity, and I would deprive them of being able to make a very healthy annualized return nearly risk-free.
CoinDesk: Stretch has been trading at a slight discount to par recently and is taking longer to recover after dividend dates. What’s going on?
Saylor: You have to look at it on a full monthly cycles. We sold $3.2 billion in a couple of weeks on an instrument with a basis of around $5 billion. So we expanded the supply by a huge factor. It doesn’t surprise me that it takes a while for the market to digest that. Some of that was certainly people buying a billion to clip a 90-cent dividend and then selling back.
We’re at almost a 400% growth rate. Given the hypergrowth, it doesn’t surprise me that it’s [STRC] digesting it [the sell pressure]. Over the past few days, it’s [STRC] been trading within a five-cent [of $100 per share] daily range, three cents yesterday. All of that’s comfortable. We think of it the same way we designed an airplane wing: you want the wings to flex. If you try to make the flex go away, they snap. The instrument is designed to bend under stress, but not break.
Disclosure: The author of this story owns shares in Strategy (MSTR).
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