Business Wire·Aug 18, 2026, 6:30 AM ET

Dynatrace Announces Pricing of Private Placement of $1.25 Billion of Exchangeable Senior Notes

Dynatrace Inc. priced a $1.25 billion private placement of 0.00% Exchangeable Senior Notes due 2031 through its subsidiary Dynatrace LLC.
Initial purchasers received an option to buy up to an additional $187.5 million in notes during a 13-day period.
The offering is expected to settle on August 20, 2026, with net proceeds of approximately $1.227 billion before option exercise.
Notes are senior, unsecured obligations fully guaranteed by Dynatrace, maturing on September 1, 2031, without regular interest.
Initial exchange rate is 15.5585 shares per $1,000 note, equivalent to an exchange price of approximately $64.27 per share, representing a 35.0% premium over the August 17, 2026 closing price of $47.61.
Issuer may redeem notes for cash on or after September 6, 2029, if stock price exceeds 130% of the exchange price for specified periods, or via a cleanup redemption if outstanding principal falls below $100 million.
Holders may require repurchase upon a fundamental change at 100% of principal plus accrued special interest.
Approximately $145.9 million of proceeds will pay for exchangeable note hedge transactions, offset partially by warrant sale proceeds.
Approximately $134.7 million will be used to repurchase 2.83 million common shares at $47.61 per share in concurrent privately negotiated transactions.
Remaining net proceeds are intended for general corporate purposes.
Dynatrace entered into warrant transactions with a strike price of approximately $107.12 per share, representing a 125.0% premium to the August 17, 2026 stock price.
Option counterparties may engage in derivative transactions or stock purchases/sales that could affect market prices of the common stock or notes.
The notes are offered solely to qualified institutional buyers under Rule 144A and are not registered under the Securities Act.