Business Wire·Aug 17, 2026, 7:00 AM ET

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

Dynatrace Inc. announced its subsidiary, Dynatrace LLC, intends to offer $1.25 billion in aggregate principal amount of Exchangeable Senior Notes due 2031 via a private placement to qualified institutional buyers under Rule 144A.
Initial purchasers have an option to buy up to an additional $187.5 million in notes for settlement within 13 days of issuance.
The notes are senior, unsecured obligations fully guaranteed by Dynatrace, with semi-annual interest payments and a maturity date of September 1, 2031.
Notes are exchangeable for cash, Dynatrace common stock, or a combination thereof at the Issuer's election, with full exchange rights available to noteholders from June 1, 2031, until maturity.
Redemption is prohibited prior to September 6, 2029, except for cleanup redemptions; optional redemptions may occur after September 6, 2029, if the stock price exceeds 130% of the exchange price for specified periods.
Noteholders may require repurchase upon a fundamental change at 100% of principal plus accrued interest, with potential exchange rate increases following certain corporate events.
Net proceeds will partially fund exchangeable note hedge transactions & warrant sales, up to $200 million for concurrent common stock repurchases from certain purchasers, with the remainder for general corporate purposes.
Option counterparties may engage in derivative transactions & stock purchases to hedge positions, which could impact the market price of the common stock or notes.
The offering is restricted to qualified institutional buyers; the notes, guarantee, & underlying shares are unregistered & may not be sold in the U.S. without registration or an applicable exemption.