Tenable Holdings, Inc. has completed a private placement of convertible senior notes, raising $875 million in aggregate principal amount. The company issued $800 million of notes, which included the full exercise of an option by initial purchasers to purchase an additional $75 million. The notes are due to mature on September 15, 2031.
The notes bear interest at a rate of 0.25% per year, payable semiannually on March 15 and September 15. The initial conversion rate is set at 22.3005 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of approximately $44.84 per share. This price represents a premium of approximately 40% over the company’s common stock price of $32.03 on September 10, 2026.
Tenable has entered into an indenture with U.S. Bank Trust Company, National Association, as trustee. The notes are general senior unsecured obligations of the company. Holders may convert the notes under specific conditions, including if the company calls the notes for redemption or upon the occurrence of specified corporate events.
The company may redeem the notes for cash on or after September 20, 2029, if the stock price meets certain thresholds. Tenable intends to use the net proceeds from the offering to pay for capped call transactions, repurchase up to $200 million of its common stock, repay term loans under its senior secured credit facility, and for general corporate purposes.
