SentinelOne said it plans to raise $1.25 billion through a private placement of 0.00% convertible senior notes due 2031, with an option for initial purchasers to buy an additional $187.5 million of notes.
The company said it expects to use the proceeds to fund three main uses:
- Up to $150 million for share repurchases tied to the offering
- The cost of capped call transactions
- The balance for general corporate purposes, including working capital, capital expenditures, additional buybacks, and possible acquisitions or strategic investments
SentinelOne said the capped call transactions are intended to reduce dilution from note conversion, with the cap price initially set at a premium of at least 100% over the stock’s last reported sale price on the pricing date.
The company also said it intends to repurchase up to $150 million of Class A shares concurrently with the note pricing, buying from note purchasers in privately negotiated transactions. It said the purchase price per share is expected to equal the stock’s closing price on the NYSE on the pricing date.
Separately, SentinelOne said it is in discussions to establish a $400 million secured revolving credit facility, though no agreement has been executed yet.
The notes will mature in 2031 and will not bear regular interest. The market has reacted to these announcements by moving the company's shares 2.41% to a price of $23.37. For more information, read the company's full 8-K submission here.
