Strive plans to issue up to $1 billion in SATS preferred shares via ATM.
TechFlow reports that, according to U.S. SEC filings, Strive, Inc. filed a Form 424B5 prospectus supplement on October 26, announcing agreements with Cantor Fitzgerald, Barclays, Clear Street, StoneX, B. Riley, Maxim Group, and H.C. Wainwright to sell up to $1 billion of 15.00% Series A Perpetual SATS Preferred Shares through an "at-the-market" (ATM) offering. Selling agent commissions will be up to 2.0% of the gross proceeds.
The SATS preferred shares trade on the Nasdaq Global Market, closing at $94.88 per share on October 23, below the initial liquidation preference of $100. Seven million shares are currently outstanding; the shares being offered here will carry terms identical to those already outstanding. With a $100 par value, the preferred shares accrue cumulative dividends at an annual rate of 15%. On October 20, upon IPO settlement, the company established a dividend reserve by depositing $22.50 per share into an account to cover dividend payments for the first 18 months.
Furthermore, if the number of publicly traded shares falls below 25% of the aggregate amounts of the initial public offering and any subsequent follow-on offerings, or upon the occurrence of a “tax event,” the company will have the right to redeem all shares in their entirety. Upon a “fundamental change,” holders will have the right to demand that the company repurchase their shares at par value plus accrued and unpaid dividends.