SentinelOne plans $1.25B convertible notes offering due 2031

SentinelOne, Inc. (NYSE: S) announced a proposed private placement of $1.25 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2031, offered to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also plans to grant initial purchasers an option to buy up to an additional $187.5 million in notes during a 13-day period following the initial issuance date.

The notes will carry no regular interest and will be general senior unsecured obligations. Upon conversion, SentinelOne may settle in cash, Class A common stock, or a combination of both, at the company's discretion. Final terms, including the initial conversion rate, will be set at pricing.

SentinelOne said it intends to use proceeds to fund capped call transactions designed to reduce potential dilution to Class A common stock, repurchase up to $150 million of its Class A common stock concurrently with pricing, and for general corporate purposes including working capital, capital expenditures, and potential acquisitions.

The cap price for the capped call transactions is expected to represent a premium of at least 100% over the last reported sale price of SentinelOne's Class A common stock on the New York Stock Exchange on the pricing date.

Separately, SentinelOne disclosed it intends to enter into a $400 million secured revolving credit facility, though the credit agreement has not been executed and its completion is not contingent on the notes offering.

The notes and any shares issuable upon conversion have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption. The information is based on a statement from SentinelOne.

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