SailPoint greenshoe ups five-year convertible notes to $400 million

By Sarah Lizee

Olympia, Wash., Sept. 25 – Initial purchasers of SailPoint Technologies Holdings Inc.’s five-year convertible notes exercised their $50 million over-allotment option in full, bringing the total deal size to $400 million, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the company priced an upsized $350 million of the convertible notes to yield 0.125% and with an initial conversion premium of 37.5%.

The Rule 144A deal was initially talked at $300 million in size.

Pricing came at the rich end of talk for a 0.125% to 0.625% coupon and 32.5% to 37.5% premium.

The notes are non-callable until Sept. 20, 2022 and provisionally callable for two years if shares exceed 130% of the conversion price.

Holders can put the notes in the event of a fundamental change at par plus accrued and unpaid interest.

Morgan Stanley was the left lead bookrunner.

The company entered into capped call transactions with initial purchasers of the notes. The strike on the capped call transactions is $41.34, which boosts the initial conversion premium from the issuer’s perspective to 100%.

A portion of the proceeds will be used to pay the cost of capped call transactions. Remaining proceeds will be for general corporate purposes, including working capital, operating expenses and capital expenditures.

The cybersecurity software company is based in Austin, Tex.

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