JWCA advised Tenable on its debut upsized $800 million convertible, capped call transaction and expected new revolving credit facility

September 2026 | READ PRESS RELEASE

Transaction Background

Tenable Holdings, Inc. (“Tenable” or the “Company”) successfully raised $800 million (inclusive of the greenshoe) in the convertible market at attractive terms (0.25% coupon and a 40.0% conversion premium) with a portion of the proceeds expected to repay existing secured term loans in full

  • Following the closing of the convertible offering, the Company expects to enter into a new revolving credit facility to provide additional liquidity

Tenable’s objectives included:

  • Take advantage of favorable market conditions to raise low-cost, unsecured capital to repay secured debt while preserving balance sheet flexibility

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

  • Execute efficiently while minimizing stock price and market execution risk

  • Leverage convertible issuance to simultaneously and efficiently pursue a new revolving credit facility to create incremental, flexible and efficient liquidity source

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

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

  • Use of proceeds analysis, dilution mitigation strategies, related accounting, tax and overall economic considerations

  • Capital structure considerations and liability management of existing indebtedness

  • Convertible and capped call documentation to ensure maximum value and future efficiency & flexibility for the Company

  • Execution strategy, market intelligence and timing recommendations

JWCA advised on and managed a competitive RFP process for a new revolving credit facility, coordinated with the convertible offering to align the two processes, drive terms and structure, and enable future flexibility and capital markets optionality

Results

Tenable’s convertible transaction was very well received by investors:

  • Multiple times oversubscribed, with notable outright demand, reflecting both the Company’s compelling fundamentals and strong convertible market conditions

  • The executed coupon and conversion premium priced within the marketed ranges

Tenable simultaneously repurchased ~5.3mm shares (~$171mm) from convertible investors

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