Tenable Holdings Inc. announced plans to sell $650 million in aggregate principal amount of convertible senior notes due 2031 through a private placement to qualified institutional buyers, according to a filing with the Securities and Exchange Commission.
The Nasdaq-listed company, headquartered in Columbia, Maryland, said initial purchasers have an option to acquire up to an additional $65 million in notes during a 13-day window from the issuance date. The notes will be structured as general senior unsecured obligations paying interest semiannually.
Upon conversion, Tenable said it will pay cash up to the aggregate principal amount of the notes. For any excess above principal, the company may deliver cash, common stock, or a combination at its discretion.
Proceeds from the offering will be used to fund privately negotiated capped call transactions, repurchase up to $200 million of common stock concurrently with the notes pricing, repay outstanding term loans under the company’s senior secured credit facility, and support general corporate purposes including potential acquisitions, strategic investments, working capital, and capital expenditures.
Tenable stated it intends to enter into capped call transactions with the initial purchasers, their affiliates, and other financial institutions to offset potential dilution to common shareholders upon note conversion. Terms of those transactions were not disclosed.
Following closing of the offering, Tenable said it plans to enter into a new senior secured revolving credit facility, though specific terms were not yet determined. Share repurchases in privately negotiated transactions are expected to be priced at the last reported sale price on The Nasdaq Global Select Market on the pricing date.
Shares of Tenable trade on the Nasdaq Global Select Market under the ticker symbol TENB.
