JWCA advises SentinelOne on its debut ~$1.44 billion convertible, capped call transaction and expected new $400 million revolving credit facility

oCTOBER 2026 | READ PRESS RELEASE

Transaction Background

In its first capital markets transaction since the Company’s IPO, SentinelOne, Inc. (“SentinelOne” or the “Company”) successfully raised ~$1.44 billion (inclusive of greenshoe) through a convertible offering at attractive terms (0.00% coupon and a 30.0% conversion premium)

Following the closing of the convertible offering, the Company expects to enter into a new $400 million revolving credit facility to further bolster its balance sheet

SentinelOne’s objectives included:

  • Opportunistically raise low-cost, unsecured capital by taking advantage of favorable convertible market conditions

  • Mitigate potential future equity dilution through the purchase of a capped call and a concurrent share repurchase

  • Execute efficiently while minimizing execution friction & stock price risk

  • Leverage the convertible issuance and related relationship-building process to concurrently pursue a new revolving credit facility to create additional backstop liquidity

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

  • Transaction structuring and evaluation of convertible, capped call and share repurchase alternatives

  • Convertible & capped call-related accounting & economic considerations

  • Documentation review to ensure maximum value and future efficiency for the Company

  • Market intelligence, timing recommendations and execution strategy

JWCA advised the Company throughout the revolving credit facility process, including:

  • Managing a competitive RFP process in coordination with the convertible offering to drive best-in-class terms from invited lenders

  • Credit facility structuring to enhance liquidity while preserving future flexibility

  • Ongoing negotiation of key credit facility provisions on behalf of the Company

Results

SentinelOne’s convertible offering was well received by investors:

  • Multiple times oversubscribed, with notable outright demand, reflecting the Company’s compelling fundamentals as a first-time issuer

SentinelOne repurchased $150mm of shares concurrent with the offering

JWCA’s competitive capped call auction produced meaningful savings for SentinelOne, driving significant economics in the Company's favor & lowering the all-in cost of capital