Tenable plans $650M convertible notes offering due 2031

Tenable Holdings (Nasdaq: TENB) announced a proposed private placement of $650.0 million in aggregate principal amount of Convertible Senior Notes due 2031, offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also intends to grant initial purchasers an option to buy up to an additional $65.0 million in notes during a 13-day window beginning on the date the notes are first issued. The interest rate, initial conversion rate, and other terms will be set at pricing.

The notes will be senior unsecured obligations with interest paid semiannually. Upon conversion, Tenable will pay cash up to the principal amount, with any remainder settled in cash, common stock, or a combination at the company's election.

Tenable plans to use the net proceeds to fund capped call transactions intended to reduce potential dilution, repurchase up to $200.0 million of its common stock concurrently with note pricing, repay in full its existing term loans under its senior secured credit facility, and cover general corporate purposes including potential acquisitions, share repurchases, and capital expenditures.

Following the closing, Tenable said it intends to enter into a new senior secured revolving credit facility, though it noted there is no assurance such an arrangement will be finalized.

The share repurchases tied to the offering will be conducted in privately negotiated transactions at a price equal to the last reported sale price of Tenable's common stock on the Nasdaq Global Select Market on the pricing date. Tenable may pursue additional repurchases after the offering closes under its existing share repurchase authorization.

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.

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