JWCA advised Dynatrace on its debut ~$1.44bn zero-coupon exchangeable and call spread transaction

August 2026 | READ PRESS RELEASE

Dynatrace, Inc. (“Dynatrace” or the “Company”) successfully raised ~$1.44bn (inclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 35.0% conversion premium), taking advantage of historically favorable equity-linked market conditions and recent share price momentum

The transaction was executed shortly after the Company entered into a definitive agreement to acquire Arize in a cash and stock transaction valued at $915mm

Dynatrace’s objectives included:

  • Opportunistically raise low-cost unsecured capital to add cash to the balance sheet

  • Protect against future equity dilution through a call spread and concurrent share repurchase

  • Execute efficiently while minimizing stock price and market risk

JWCA advised the Company throughout the exchangeable offering process, including:

  • Structuring of exchangeable and dilution mitigation alternatives

  • Consulting on issuer / guarantor composition, working through numerous legal, accounting and tax analyses

  • Evaluation of execution options, syndicate strategy and pricing considerations

  • Analysis of dilution mitigation strategies, including the accounting and tax benefits, considerations, and resulting implications

  • Review and deliberation on exchangeable note and call spread documentation, ensuring the Company maintains future flexibility

  • Providing market intelligence and timing recommendations

JWCA designed and managed a competitive call spread auction process and provided advice, support and analysis throughout the entire execution process

Results

Dynatrace’s inaugural exchangeable note offering was very well received by investors:

  • The transaction was multiple-times oversubscribed with significant outright investor demand, underscoring the Company’s attractive equity fundamentals and strong transaction messaging

  • The transaction priced with a fixed 0.00% coupon and 35.0% conversion premium, representing the midpoint of the marketed premium range

Dynatrace also simultaneously repurchased ~2.8mm shares (~$135mm) from convertible arbitrage investors, further mitigating potential future dilution

JWCA’s call spread documentation and auction process produced meaningful savings for Dynatrace, driving significant economics in the Company's favor