Goodwin Guides Dynatrace on Offering of $1.4375 Billion of 0.00% Exchangeable Senior Notes with Call Spread

Goodwin’s Capital Markets team advised Dynatrace, Inc. (“Dynatrace”) on the offering by its subsidiary, Dynatrace LLC (the “Issuer”), of $1.4375 billion aggregate principal amount of 0.00% Exchangeable Senior Notes due 2031 (the “Notes”), which includes the full exercise of the initial purchasers’ option to purchase $187.5 million of additional Notes. The initial exchange price of the Notes features a premium of approximately 35% up from the reference price of $47.61 per share. In connection with the offering, Dynatrace and the Issuer and certain investment bank dealers entered into bond hedge and warrant transactions, which mitigate equity dilution and/or offset payments due upon exchange of the Notes and effectively raise the initial exchange price of the Notes to approximately $107.12 per share, a 125% premium over the reference price.

Dynatrace (NYSE: DT) is advancing observability for today’s digital businesses, helping to transform the complexity of modern digital ecosystems into powerful business assets. By leveraging AI-powered insights, Dynatrace enables organizations to analyze, automate, and innovate faster to drive their business forward. 

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim de Glossop, and Ben Deitch. Goodwin’s corporate team consisted of Joe Theis, Aaron Berman, Matt Rosencranz, Nikki Miller, and Sofia Wyman. Janet Andolina, Garrett Gaughan, and Shlomo Gottesman provided tax advice. 

For more information, please see Dynatrace’s pricing press release for the offering.