Good reasoning JJG, it was a trick question because I know the answer but I was waiting to see if someone else would answer it because I see many come here to post updates (in my opinion mainly to see if they catch some merit, which I myself sometimes give them) but not so much in the discussion. The only point I see as not entirely correct is this one
I interpreted the announcement as merely the other side of the transaction.
I don't know the exact price that these particular convertible bonds would have had been issued, but let's just say that that they are convertible upon a 30% BTC price increase,
They are actually convertible when the share price rises, not when the bitcoin price rises (it's easy to get confused because they rise in unison). But yes, the key point is this:
I recognize that that I am not really answering with the exact math, and you did not state your exact math either, since you seem to be presuming that the quantity of shares would exactly reflect the 30% appreciation in BTC price, which is not an unfair presumption, since the enticement for the person buying the convertible bonds would be that they would end up getting 30% profits as long as the BTC price went up 30%, so maybe the answer is that the issued shares end up being in 30% dollar value, but MSTR still has whatever BTC they bought for 30% less..so MSTR still has more bitcoin, and in the end, I am talking a bit out of my ass because I am not sure how those numbers show on the books, yet I have no problem accepting MSTR's claim that the whole transaction (both sides of it) are accretive, so they already proclaimed that the end result is that MSTR (and per share) they get more bitcoin per share by going through such transaction..
Overall Saylor's move has proved difficult to understand, the shift to bitcoin as a unit of account, as the return he will provide to long-term shareholders. But in the case of the ATM I think it is easier to understand, because it all happens in a short period of time, generally two weeks, the week he sells the shares and the following week he spends the money to buy bitcoin (although he does it non-stop lately, but the money he spends this week he has raised the previous week).
In the case of the convertible debt, the profit occurs quite some time before, profit in bitcoin I want to emphasize. Following your example, if he issues $1B of convertible debt today, and at a price of $372.70 the debt would be convertible as of the share price reaches $484.51. But by selling the debt, that debt already has a premium on the share price today which in turn has a premium on the bitcoin price in USD which holds as permanent equity. So he is profiting today (or next week) with the bitcoin he is going to buy with that $1B.
In turn, it is important to highlight that the appreciation of Bitcoins price and the stock are intrinsically linked. Consequently, when he converts the debt into shares, the Bitcoins previously purchased and forming part of the permanent capital will also be worth more.
If I understand you correctly, I mostly had the idea correct except that I was using the BTC price, which is largely irrelevant, except that he is buying BTC with whatever convertible bonds that he creates based on the MSTR share price at the time of the creation of the convertible bond.
So the essence is that he issues the debt based on MSTR share prices (which ends up being a dollar price), buys the BTC, then pays the debt in dollars based on the share prices going up to the 30% additional amount (or whatever happens to be the agreed percentage of price appreciation). I am pretty sure I understood that he buys BTC but he is paying back in dollars, and so that is why the whole situation ends up being accretive rather than dilutive. You seem more informed of the intricacies regarding how to explain it as compared with me, and maybe it will start to sink in with me after a while..
I know that a lot of folks intuitively think about debt in terms of BTC as collateral or some kind of a problematic way of using debt, so then they hardly have any clue about how MSTR is employing debt and so they keep proclaiming how crazy ass Saylor is and sooner or later he is going to end up like Sam Bankman Fried or the guys from Celsius, or the guys from 3AC.. etc etc etc... but those guys were playing around with BTC and leverage.. but they didn't have any BTC and they were selling BTC to cover their over representation of their various assets... so freuqently people will think about the use of debt in those kinds of leveraged ways.
Poker Player yes, presumably it is dilutive. But is is far more complex than that because dilution at first glance sounds like something bad in the eyes of existing holders. But since the goal of MSTR is clearly stated (I think it was 1,000,000 BTC), which is that they want to become a global bitcoin bank, I am sure that the issuance of those convertible notes is in conformity with the vast majority of shareholder intentions. Proof for this alone is that the goal is clearly stated. If someone wasn't in consent with that strategy to finance further bitcoin purchases via the issuance of convertible notes, they could simply sell their shares.
I am pretty sure that what Saylor is doing is not dilutive because he buys BTC with debt that is issued in dollars and payable in dollars, so whatever Saylor is doing continues to add BTC per share, even though more MSTR shares are issued at the end of the convertible bond period...so all shares have more BTC per share, even though each time Saylor issues more convertible bonds (and shares) the newly acquired BTC are spread through the whole company, including already existing shares and the new ones that are issued still amounting to more BTC per share.
Since bitcoin is unconditionally scarce, the expansion of their holdings carries most likely more value than the dilution in shares would bear cost.
Now it must be considered that some of the convertible notes work like options. If the MSTR share price is above the conversion price of the bond/note, holders would usually convert into equity. If at maturity the conversion price is below the share price, holders will take back their debt (or extend/refresh the holding period of the convertible). It is a tool that can either in a self-enforcing way fuel the expansion exponentially because bitcoin's price keeps climbing, notes will be converted into equity, but since the price keeps climbing, MSTR will be able to issue more notes and leverage against their value increased equity/bitcoin holdings.
But MSTR has been using capped call transactions. In very simple terms this means they protect themselves against a high conversion rate of convertible note holders when the price goes beyond the conversion price as that is the point when note holders have an incentive to convert. MSTR buys call options in their own shares and if the conversion price is exceeded, MSTR makes gains from their options. With those gains they buy back their own shares and mostly reducing, or in rare cases eliminating the dilutive effect of a certain branch of convertible notes.
Add note:
They are actually convertible when the share price rises, not when the bitcoin price rises (it's easy to get confused because they rise in unison)
This is the decisive point in regards to the strategy MSTR is pursuing. But as you pointed out, they rise in unison and that is why their strategy so far has worked like a charm!
This all sounds correct, except for the dilutive part... but I am not going to argue.. since I don't really know beyond what I had already posted.