Filed pursuant to Rule 424(b)(7)
Registration No. 333-240287
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to
these securities has been filed with the Securities and Exchange
Commission and is effective. This preliminary prospectus supplement
and the accompanying prospectus are not an offer to sell these
securities, and neither we nor the selling stockholders are
soliciting offers to buy these securities, in any jurisdiction
where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS SUPPLEMENT
(to Prospectus dated August 3, 2020)
Subject to Completion
Preliminary Prospectus Supplement dated February 7,
2023
15,000,000 Shares
Common Stock
The selling stockholders identified in this prospectus supplement
are selling 15,000,000 shares of our common stock. We will not
receive any proceeds from the sale of the common stock by the
selling stockholders.
Our common stock trades on the New York Stock Exchange under the
symbol “DT.” On February 6, 2023, the last sale price of the common
stock as reported on the New York Stock Exchange was $46.33 per
share.
Investing in the common stock involves risks that are described in
the “Risk Factors” section beginning on page S-3 of this prospectus
supplement.
The underwriter has agreed to purchase the common stock from the
selling stockholders at a price of
$ per
share, which will result in
$ of
proceeds to the selling stockholders before expenses. The
underwriter may offer the shares of common stock from time to time
for sale in one or more transactions on the New York Stock
Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices.
The underwriter may also exercise its option to purchase up to an
additional 2,250,000 shares from the selling stockholders, at a
price of
$ per
share, for 30 days after the date of this prospectus supplement. If
the underwriter exercises the option in full, the total proceeds,
before expenses, to the selling stockholders will be
$ .
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The shares will be ready for delivery on or about
February ,
2023.
The date of this prospectus supplement is
February ,
2023.
TABLE OF CONTENTS
PROSPECTUS
We are responsible for the information contained and incorporated
by reference in this prospectus supplement, the accompanying
prospectus and in any related free writing prospectus we prepare or
authorize. Neither we, the selling stockholders, nor the
underwriter has authorized anyone to give you any other
information, and neither we, the selling stockholders, nor the
underwriter take any responsibility for any other information that
others may give you. If you are in a jurisdiction where offers to
sell, or solicitations of offers to purchase, the securities
offered by this documentation are unlawful, or if you are a person
to whom it is unlawful to direct these types of activities, then
the offer presented in this document does not extend to you. The
information contained in this document speaks only as of the date
of this document, unless the information specifically indicates
that another date applies. Our business, financial condition,
results of operations and prospectus may have changed since those
dates.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus
supplement, which describes the terms of the offering of shares of
common stock and adds to and supplements information contained in
the accompanying prospectus and the documents incorporated by
reference therein. The second part, the accompanying prospectus,
including the documents incorporated by reference, contains a
description of the securities we may offer and gives more general
information, some of which may not apply to the shares of common
stock offered hereby.
We are responsible for the information contained or incorporated by
reference in this prospectus supplement, in the accompanying
prospectus or in any related free writing prospectus filed by us
with the Securities and Exchange Commission, or the SEC. If
information in this prospectus supplement is inconsistent with the
accompanying prospectus or the information contained in any
document incorporated by reference in this prospectus supplement
that was filed with the SEC before the date of this prospectus
supplement, you should rely on this prospectus supplement. None of
our Company, the selling stockholders, nor the underwriter has
authorized any other person to provide you with different
information. You should not assume that the information contained
or incorporated by reference in this prospectus supplement and the
accompanying prospectus or in any such free writing prospectus is
accurate as of any date other than the respective dates thereof.
Our business, financial condition, results of operations and
prospects may have changed since those dates.
None of our Company, the selling stockholders, nor the underwriter
is making an offer of any securities other than the registered
securities to which this prospectus supplement and the accompanying
prospectus relate, nor are we, any selling stockholder or the
underwriter making an offer to sell or soliciting an offer to buy
the shares of common stock in any jurisdiction where an offer or
sale is not permitted.
Unless the context otherwise indicates, references in this
prospectus supplement to “we,” “our” and “us” refer, collectively,
to Dynatrace, Inc., a Delaware corporation, and its consolidated
subsidiaries. The term “Thoma Bravo Funds” refers to Thoma Bravo
Fund X, L.P., Thoma Bravo Fund X-A, L.P., Thoma Bravo Fund XI,
L.P., Thoma Bravo Fund XI-A, L.P., Thoma Bravo Executive Fund XI,
L.P., Thoma Bravo Special Opportunities Fund I, L.P. and Thoma
Bravo Special Opportunities Fund I AIV, L.P., and the term “Thoma
Bravo” refers to Thoma Bravo UGP, LLC, the ultimate general partner
of the Thoma Bravo Funds, and, unless the context otherwise
requires, its affiliated entities, including Thoma Bravo, L.P., the
management company of the Thoma Bravo Funds.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement contains forward-looking statements
within the meaning of The Private Securities Litigation Reform Act
of 1995, which statements involve substantial risks and
uncertainties. Forward-looking statements generally relate to
future events or our future financial or operating performance. All
statements of historical fact incorporated by reference or
otherwise included in this prospectus supplement regarding our
strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. In some cases, you can
identify forward-looking statements because they contain words such
as “may,” “should,” “expects,” “plans,” “anticipates,” “could,”
“intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative
of these words or other similar terms or expressions that concern
our expectations, strategy, plans or intentions. When considering
forward-looking statements, you should keep in mind the risk
factors and other cautionary statements described under the heading
“Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended March 31, 2022 (“Annual Report”) and our Quarterly
Report on Form 10-Q for the three months ended December 31, 2022,
as well as any amendments thereto reflected in subsequent filings
with the SEC, and under the heading “Risk Factors” in this
prospectus supplement, the accompanying prospectus and in any free
writing prospectus. These forward-looking statements are based on
management’s current beliefs, based on currently available
information, as to the outcome and timing of future events.
Forward-looking statements contained in this prospectus supplement
include, but are not limited to, statements about:
•our
future financial performance, including our expectations regarding
our revenue, annual recurring revenue, gross profit or gross
margin, operating expenses, ability to generate cash flow, revenue
mix and ability to maintain future profitability;
•anticipated
trends and growth rates in our business and in the markets in which
we operate;
•our
ability to maintain and expand our customer base and our partner
network;
•our
ability to sell our applications and expand
internationally;
•our
ability to anticipate market needs and successfully develop new and
enhanced solutions to meet those needs;
•our
ability to hire and retain necessary qualified employees to grow
our business and expand our operations;
•the
evolution of technology affecting our applications, platform and
markets;
•our
ability to adequately protect our intellectual
property;
•our
ability to service our debt obligations;
•our
expectations regarding the potential impact of the novel
coronavirus (“COVID-19”) pandemic, or other future health pandemics
and any related economic downturns, on our business, operations,
and the markets in which we and our partners and customers operate;
and
•certain
macroeconomic factors facing the global economies, including
disruptions in the capital markets, economic sanctions and economic
slowdowns or recessions, rising inflation and changing interest
rates.
We caution you that the foregoing list may not contain all of the
forward-looking statements made in this prospectus
supplement.
You should not rely upon forward-looking statements as predictions
of future events. We have based the forward-looking statements
contained in this prospectus supplement primarily on our current
expectations and projections about future events and trends that we
believe may affect our business, financial condition, results of
operations and prospects. The outcome of the events described in
these forward-looking statements is subject to
risks, uncertainties and other factors described in the section
titled “Risk Factors” in our Annual Report and our Quarterly Report
on Form 10-Q for the three months ended December 31, 2022, as well
as any amendments thereto reflected in subsequent filings with the
SEC, and under the heading “Risk Factors” in this prospectus
supplement, the accompanying prospectus and in any free writing
prospectus. Moreover, we operate in a very competitive and rapidly
changing environment. New risks and uncertainties emerge from time
to time and it is not possible for us to predict all risks and
uncertainties that could have an impact on the forward-looking
statements contained in this prospectus supplement. We cannot
assure you that the results, events and circumstances reflected in
the forward-looking statements will be achieved or occur, and
actual results, events or circumstances could differ materially
from those described in the forward-looking
statements.
The forward-looking statements made in this prospectus supplement
relate only to events as of the date on which the statements are
made. We undertake no obligation to update any forward-looking
statements made in this prospectus supplement to reflect events or
circumstances after the date of this prospectus supplement or to
reflect new information or the occurrence of unanticipated events,
except as required by law. We may not actually achieve the plans,
intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights important features of this offering and the
information included or incorporated by reference in this
prospectus supplement. This summary does not contain all of the
information that you should consider before investing in our common
stock. You should read carefully the entire prospectus supplement
and the documents incorporated by reference, especially the risks
of investing in our common stock discussed under “Risk Factors.”
You should also carefully read the information incorporated by
reference in this prospectus supplement, including our financial
statements and the exhibits to the registration statement of which
this prospectus supplement is a part.
Dynatrace, Inc.
We offer the market-leading software intelligence platform,
purpose-built for dynamic hybrid, multicloud environments. As
enterprises and public sector institutions embrace the cloud to
effect their digital transformation, we designed our unified
platform to address the growing complexity faced by IT,
development, security, and business operations teams. With
automation and intelligence at its core, our platform delivers
precise answers about the performance and security of applications,
the underlying infrastructure and the experience of all users to
enable teams to innovate faster, simplify cloud complexity,
collaborate more efficiently, and secure cloud-native applications.
We designed our platform to allow our customers to modernize and
automate IT operations, develop and release high quality software
faster, and improve user experiences for consistently better
business outcomes. As a result, as of December 31, 2022, our
products are trusted by more than 3,500 Dynatrace customers in over
90 countries in diverse industries such as banking, insurance,
retail, manufacturing, travel and software.
Corporate Information
Our principal executive offices are located at 1601 Trapelo Road,
Suite 116, Waltham, Massachusetts 02451. Our telephone number at
that address is (781) 530-1000, and our Internet address is
www.dynatrace.com. The information on our website is not
incorporated by reference in this prospectus supplement, and you
should not consider it to be a part of this document. Our Internet
address is included as an inactive textual reference
only.
THE OFFERING
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Common stock offered by the selling stockholders |
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15,000,000 shares (17,250,000 shares if the underwriter exercises
its option to purchase additional shares in full). |
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Common stock to be outstanding after this offering |
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288,961,064 shares. |
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Underwriter’s option to purchase additional shares from the selling
stockholders |
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The selling stockholders have granted the underwriter an option for
a period of 30 days after the date of this prospectus to purchase
up to 2,250,000 additional shares of common stock. |
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Use of proceeds |
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The selling stockholders will receive all of the net proceeds from
this offering and we will not receive any proceeds from the sale of
shares in this offering. See the section titled “Use of Proceeds”
for additional information. |
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Risk factors |
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See the section titled “Risk Factors” and other information
included in and incorporated by reference in this prospectus
supplement, including the section entitled “Risk Factors” in our
Annual Report on Form 10-K for the year ended March 31, 2022 and in
our Quarterly Reports on Form 10-Q for the three months ended
December 31, 2022, for a discussion of factors you should carefully
consider before deciding to invest in our common stock. |
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New York Stock Exchange symbol |
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“DT”. |
The number of shares of our common stock to be outstanding after
this offering is based on 288,961,064 shares of common stock
outstanding as of December 31, 2022, and excludes:
•5,689,394
shares of common stock issuable upon the exercise of outstanding
stock options as of December 31, 2022, at a weighted-average
exercise price of $21.35 per share;
•8,983,555
shares of common stock issuable upon the vesting of restricted
stock unit awards as of December 31, 2022;
•43,823,732
shares of common stock reserved for future issuance pursuant to our
2019 Equity Incentive Plan; and
•13,494,698
shares of our common stock reserved for future issuance under our
2019 Employee Stock Purchase Plan.
Except as otherwise indicated, all information contained in this
prospectus supplement assumes no exercise of the underwriter’s
option to purchase additional shares from the selling stockholders
and no exercise of outstanding options, and no settlement of
outstanding restricted stock unit awards subsequent to December 31,
2022.
RISK FACTORS
Investing in our common stock involves a high degree of risk. You
should carefully consider the risks and uncertainties described in
this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein and therein, including
the risks and uncertainties described in our Annual Report on Form
10-K and our subsequent Quarterly Report on Form 10-Q for the three
months ended December 31, 2022, which are incorporated by reference
in this prospectus supplement, and which may be amended,
supplemented or superseded from time to time by other reports we
file with the SEC in the future. The risks and uncertainties
described in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and
therein are not the only risks we face. Additional risks and
uncertainties that we do not presently know about or that we
currently believe are not material may also adversely affect our
business. For more information, see “Where You Can Find More
Information.”
Risks Related to Our Common Stock and This Offering
The trading price of our common stock has been, and may continue to
be, volatile and you could lose all or part of your
investment.
Our initial public offering occurred in August 2019, and we
effected follow-on public offerings by selling stockholders in
December 2019, February 2020, June 2020 and August 2020. There has
only been a public market for our common stock for a short period
of time. Our share price has been and in the future may be subject
to substantial volatility.
Technology stocks have historically experienced high levels of
volatility. The trading price of our common stock has fluctuated
substantially. Since shares of our common stock were sold in our
initial public offering in August 2019 at a price of $16.00 per
share, our stock price has fluctuated significantly, ranging from
an intraday low of $17.05 to an intraday high of
$80.13 through February 6, 2023. Factors that could cause
fluctuations in the trading price of our common stock include the
following:
•announcements
of new products or technologies, commercial relationships,
acquisitions or other events by us or our competitors;
•changes
in how customers perceive the benefits of our
platform;
•shifts
in the mix of billings and revenue attributable to perpetual
licenses, term licenses and SaaS subscriptions from quarter to
quarter;
•departures
of our Chief Executive Officer, Chief Financial Officer, one or
more executive officers, senior management or other key
personnel;
•price
and volume fluctuations in the overall stock market from time to
time;
•fluctuations
in the trading volume of our shares or the size of our public
float;
•sales
of large blocks of our common stock, including by the Thoma Bravo
Funds;
•actual
or anticipated changes or fluctuations in our operating
results;
•whether
our operating results meet the expectations of securities analysts
or investors;
•changes
in actual or future expectations of investors or securities
analysts;
•litigation,
data breaches or security incidents involving us, our industry or
both;
•regulatory
developments in the United States, foreign countries or
both;
•general
economic conditions and trends; and
•major
catastrophic events in our domestic and foreign
markets.
In addition, if the market for technology stocks or the stock
market in general experiences a loss of investor confidence, the
trading price of our common stock could decline for reasons
unrelated to our business, operating results or financial
condition. The trading price of our common stock might also decline
in reaction to events that affect other companies in our industry
even if these events do not directly affect us. In the past,
following periods of volatility in the trading price of a company’s
securities, securities class action litigation has often been
brought against that company.
If securities analysts were to downgrade our stock, publish
negative research or reports or fail to publish reports about our
business, our competitive position could suffer, and our stock
price and trading volume could decline.
The trading market for our common stock, to some extent, depends on
the research and reports that securities analysts may publish about
us, our business, our market or our competitors. We do not have any
control over these analysts. If one or more of the analysts who
cover us should downgrade our stock or publish negative research or
reports, cease coverage of our company or fail to regularly publish
reports about our business, our competitive position could suffer,
and our stock price and trading volume could decline.
We previously identified a material weakness in our internal
control over financial reporting and may identify additional
material weaknesses in the future or otherwise fail to maintain an
effective system of internal controls, which may result in material
misstatements of our financial statements or cause us to fail to
meet our periodic reporting obligations.
As a public company, we are required to maintain internal control
over financial reporting and to report any material weaknesses in
such internal control. Section 404 of the Sarbanes-Oxley Act of
2002 requires that we evaluate and determine the effectiveness of
our internal control over financial reporting, and our independent
registered public accounting firm is required to audit such
internal control.
In connection with the audit of our financial statements as of and
for the fiscal year ended March 31, 2020, we and our independent
registered public accounting firm identified a material weakness in
our internal control over financial reporting. This material
weakness was related to accounting for income taxes in connection
with the preparation and review of our global tax provision, and
particularly in the area of realizability of tax attributes such as
foreign tax credits and other domestic deferred tax assets. During
the fiscal year ended March 31, 2021, we completed the remediation
measures related to the material weakness and have concluded that
our internal control over financial reporting was effective as of
March 31, 2021. Completion of remediation does not provide
assurance that our remediation or other controls will continue to
operate properly. If we are unable to maintain effective internal
control over financial reporting or disclosure controls and
procedures, our ability to record, process and report financial
information accurately, and to prepare financial statements within
required time periods could be adversely affected, which could
subject us to litigation or investigations requiring management
resources and payment of legal and other expenses, negatively
affect investor confidence in our financial statements and
adversely impact our stock price.
Sales of substantial amounts of our common stock in the public
markets, or the perception that such sales could occur, could
reduce the market price of our common stock.
Sales of a substantial number of shares of our common stock in the
public market, or the perception that such sales could occur, could
adversely affect the market price of our common stock and may make
it more difficult for you to sell your common stock at a time and
price that you deem appropriate. We are unable to predict the
effect that such sales may have on the prevailing price of our
common stock.
Subject to certain exceptions described in the section titled
“Underwriting,” we, our directors and executive officers and the
selling stockholders have entered into or will enter into lock-up
agreements with the underwriter of this offering pursuant to which
we and they have agreed, or will agree, that, subject to certain
exceptions, we will not issue, and they will not dispose of or
hedge any shares or any securities convertible into or exchangeable
for shares of our common stock for a period of 30 days, in the case
of our directors and executive officers, or 60 days, in the case of
the selling stockholders, after the date of this prospectus
supplement. See the section titled
“Underwriting” for more information. Sales of a substantial number
of such shares upon expiration of, or the perception that such
sales may occur, or early release of the securities subject to, the
lock-up agreements, could cause our stock price to fall or make it
more difficult for you to sell your common stock at a time and
price that you deem appropriate.
Our issuance of additional capital stock in connection with
financings, acquisitions, investments, our stock incentive plans or
otherwise will dilute all other stockholders.
We may issue additional capital stock in the future that will
result in dilution to all other stockholders. We may also raise
capital through equity financings in the future. As part of our
business strategy, we may acquire or make investments in
complementary companies, products or technologies and issue equity
securities to pay for any such acquisition or investment. Any such
issuances of additional capital stock may cause stockholders to
experience significant dilution of their ownership interests and
the per share value of our common stock to decline.
Thoma Bravo has significant influence over matters requiring
stockholder approval, which may have the effect of delaying or
preventing changes of control, or limiting the ability of other
stockholders to approve transactions they deem to be in their best
interest.
Thoma Bravo, as the ultimate general partner of the Thoma Bravo
Funds, beneficially owns in the aggregate 29.2% of our issued and
outstanding shares of common stock as of December 31, 2022, and,
after this offering, will beneficially own in the aggregate 24.1%
(or 23.3% assuming the full exercise of the underwriter’s option to
purchase additional shares) of our issued and outstanding shares of
common stock, based on the number of shares sold by the Thoma Bravo
Funds, as set forth in the section titled “Selling Stockholders.”
As a result, Thoma Bravo will continue to be able to exert
significant influence over our operations and business strategy as
well as matters requiring stockholder approval. These matters may
include:
•the
composition of our board of directors, which has the authority to
direct our business and to appoint and remove our
officers;
•approving
or rejecting a merger, consolidation or other business
combination;
•raising
future capital; and
•amending
our charter and bylaws, which govern the rights attached to our
common stock.
Additionally, for so long as Thoma Bravo beneficially owns at least
(i) 20% (but less than 30%) of our outstanding shares of
common stock, Thoma Bravo will have the right to nominate a number
of directors to our board of directors equal to the lowest whole
number that is greater than 30% of the total number of directors
(but in no event fewer than two directors); (ii) 10% (but less
than 20%) of our outstanding shares of common stock, Thoma Bravo
will have the right to nominate a number of directors to our board
of directors equal to the lowest whole number that is greater than
20% of the total number of directors (but in no event fewer than
one director); and (iii) at least 5% (but less than 10%) of
our outstanding shares of common stock, Thoma Bravo will have the
right to nominate one director to our board of
directors.
This concentration of ownership of our common stock could delay or
prevent proxy contests, mergers, tender offers, open-market
purchase programs or other purchases of our common stock that might
otherwise result in the opportunity for stockholders to realize a
premium over the then-prevailing market price of our common stock.
This concentration of ownership may also adversely affect our share
price.
Thoma Bravo may pursue corporate opportunities independent of us
that could present conflicts with our and our stockholders’
interests.
Thoma Bravo is in the business of making or advising on investments
in companies and holds (and may from time to time in the future
acquire) interests in or provides advice to businesses that may
directly or indirectly compete with our business or be suppliers or
customers of ours. Thoma Bravo may also pursue acquisitions that
may be complementary to our business and, as a result, those
acquisition opportunities may not be available to us.
Our charter provides that none of our officers or directors who are
also an officer, director, employee, partner, managing director,
principal, independent contractor or other affiliate of Thoma Bravo
will be liable to us or our stockholders for breach of any
fiduciary duty by reason of the fact that any such individual
pursues or acquires a corporate opportunity for its own account or
the account of an affiliate, as applicable, instead of us, directs
a corporate opportunity to any other person, instead of us or does
not communicate information regarding a corporate opportunity to
us.
We do not intend to pay dividends on our common stock and,
consequently, your ability to achieve a return on your investment
will depend on appreciation in the price of our common
stock.
We have never declared or paid any dividends on our common stock.
We intend to retain any earnings to finance the operation and
expansion of our business, and we do not anticipate paying any cash
dividends in the foreseeable future. As a result, you may only
receive a return on your investment in our common stock if the
market price of our common stock increases.
Our charter and bylaws contain anti-takeover provisions that could
delay or discourage takeover attempts that stockholders may
consider favorable.
Our charter and bylaws contain provisions that could delay or
prevent a change in control of our company. These provisions could
also make it difficult for stockholders to elect directors who are
not nominated by the current members of our board of directors or
take other corporate actions, including effecting changes in our
management. These provisions include:
•a
classified board of directors with three-year staggered terms,
which could delay the ability of stockholders to change the
membership of a majority of our board of directors;
•directors
may only be removed for cause, and subject to the affirmative vote
of the holders of 66 2/3% or more of our outstanding shares of
capital stock then entitled to vote at a meeting of our
stockholders called for that purpose;
•the
ability of our board of directors to issue shares of preferred
stock and to determine the price and other terms of those shares,
including preferences and voting rights, without stockholder
approval, which could be used to significantly dilute the ownership
of a hostile acquirer;
•allowing
only our board of directors to fill vacancies on our board of
directors, which prevents stockholders from being able to fill
vacancies on our board of directors;
•a
prohibition on stockholder action by written consent, which forces
stockholder action to be taken at an annual or special meeting of
our stockholders;
•the
requirement that a special meeting of stockholders may be called
only by our board of directors, the chairperson of our board of
directors, our chief executive officer or our president (in the
absence of a chief executive officer), which could delay the
ability of our stockholders to force consideration of a proposal or
to take action, including the removal of directors;
•the
requirement for the affirmative vote of holders of at least 66 2/3%
of the voting power of all of the then outstanding shares of the
voting stock, voting together as a single class, to amend the
provisions of our charter relating to the management of our
business (including our classified board structure) or certain
provisions of our bylaws, which may inhibit the ability of an
acquirer to effect such amendments to facilitate an unsolicited
takeover attempt;
•the
ability of our board of directors to amend the bylaws, which may
allow our board of directors to take additional actions to prevent
an unsolicited takeover and inhibit the ability of an acquirer to
amend the bylaws to facilitate an unsolicited takeover
attempt;
•advance
notice procedures with which stockholders must comply to nominate
candidates to our board of directors or to propose matters to be
acted upon at a stockholders’ meeting, which may
discourage
or deter a potential acquirer from conducting a solicitation of
proxies to elect the acquirer’s own slate of directors or otherwise
attempting to obtain control of us; and
•a
prohibition of cumulative voting in the election of our board of
directors, which would otherwise allow less than a majority of
stockholders to elect director candidates.
Our charter also contains a provision that provides us with
protections similar to Section 203 of the Delaware General
Corporation Law, and prevents us from engaging in a business
combination, such as a merger, with an interested stockholder
(i.e., a person or group who acquires at least 15% of our voting
stock) for a period of three years from the date such person became
an interested stockholder, unless (with certain exceptions) the
business combination or the transaction in which the person became
an interested stockholder is approved in a prescribed manner.
However, our charter also provides that transactions with Thoma
Bravo, including the Thoma Bravo Funds, and any persons to whom any
Thoma Bravo Fund sells its common stock will be deemed to have been
approved by our board of directors.
We may issue preferred stock the terms of which could adversely
affect the voting power or value of our common stock.
Our charter authorizes us to issue, without the approval of our
stockholders, one or more classes or series of preferred stock
having such designations, preferences, limitations and relative
rights, including preferences over our common stock respecting
dividends and distributions, as our board of directors may
determine. The terms of one or more classes or series of preferred
stock could adversely impact the voting power or value of our
common stock. For example, we might grant holders of preferred
stock the right to elect some number of our directors in all events
or on the happening of specified events or the right to veto
specified transactions. Similarly, the repurchase or redemption
rights or liquidation preferences we might assign to holders of
preferred stock could affect the residual value of our common
stock.
Our bylaws designate the Court of Chancery of the State of Delaware
as the exclusive forum for certain litigation that may be initiated
by our stockholders, which could limit our stockholders’ ability to
obtain a favorable judicial forum for disputes with
us.
Pursuant to our bylaws, unless we consent in writing to the
selection of an alternative forum, the Court of Chancery of the
State of Delaware is the sole and exclusive forum for state law
claims for (1) any derivative action or proceeding brought on
our behalf, (2) any action asserting a claim of or based on a
breach of a fiduciary duty owed by any of our current or former
directors, officers, or other employees to us or our stockholders,
(3) any action asserting a claim against us or any of our
current or former directors, officers, employees, or stockholders
arising pursuant to any provision of the Delaware General
Corporation Law or our bylaws, or (4) any action asserting a
claim governed by the internal affairs doctrine (collectively, the
“Delaware Forum Provision”); provided, however, that the Delaware
Forum Provision will not apply to any causes of action arising
under the Securities Act or the Exchange Act. In addition, our
bylaws provide that any person or entity purchasing or otherwise
acquiring any interest in shares of our common stock is deemed to
have notice of and consented to the foregoing provisions; provided,
however, that stockholders will not be deemed to have waived our
compliance with the federal securities laws and the rules and
regulations thereunder. Our bylaws further provide that the U.S.
District Court for the District of Massachusetts will be the sole
and exclusive forum for resolving any complaint asserting a cause
of action arising under the Securities Act (the “Federal Forum
Provision”) as our principal executive offices are located in
Waltham, Massachusetts. The Delaware Forum Provision and the
Federal Forum Provision may impose additional litigation costs on
stockholders who assert the provision is not enforceable and may
impose more general additional litigation costs in pursuing any
such claims, particularly if the stockholders do not reside in or
near the State of Delaware or the Commonwealth of Massachusetts.
Additionally, the Delaware Forum Provision and Federal Forum
Provision in our bylaws may limit our stockholders’ ability to
obtain a favorable judicial forum for disputes with us. In
addition, while the Delaware Supreme Court ruled in March 2020 that
federal forum selection provisions purporting to require claims
under the Securities Act be brought in federal court are “facially
valid” under Delaware law, there is uncertainty as to whether
courts in other states will enforce our Federal Forum Provision,
and we may incur additional costs of litigation should such
enforceability be challenged. If the Federal Forum Provision is
found to be unenforceable in an action, we may incur additional
costs associated with resolving such an action. The
Federal
Forum Provision may also impose additional litigation costs on
stockholders who assert that the provision is not enforceable or
invalid. The Court of Chancery of the State of Delaware may also
reach different judgments or results than would other courts,
including courts where a stockholder considering an action may be
located or would otherwise choose to bring the action, and such
judgments may be more or less favorable to us than our
stockholders.
USE OF PROCEEDS
All of the shares of common stock being offered hereby are being
sold by the selling stockholders identified in this prospectus
supplement. We will not receive any of the proceeds from the sale
of the shares being offered by the selling stockholders. We will,
however, bear the costs associated with the registration of the
shares to be sold by the selling stockholders. The selling
stockholders will bear underwriting discounts, commissions or other
similar expenses payable with respect to the sales of shares
hereunder.
DESCRIPTION OF CAPITAL STOCK
General
The following is a summary of the rights of our common stock and
preferred stock and certain provisions of our charter and
bylaws. This summary does not purport to be complete and is
qualified in its entirety by the provisions of our charter and
bylaws and Registration Rights Agreement, copies of which will be
filed as exhibits to the registration statement of which this
prospectus supplement is a part, and to the applicable provisions
of Delaware law.
Our authorized capital stock consists of 650,000,000 shares of
capital stock, $0.001 par value per share, of which:
•600,000,000
shares are designated as common stock; and
•50,000,000
shares are designated as preferred stock.
As of December 31, 2022, there were 288,961,064 shares of
our common stock outstanding, held by 80 stockholders of record,
and no shares of our preferred stock outstanding.
Common Stock
Dividend Rights
Subject to preferences that may apply to any shares of preferred
stock outstanding at the time, and any contractual limitations,
such as those in our credit agreements, the holders of our common
stock are entitled to receive dividends out of funds then legally
available, if any, if our board of directors, in its discretion,
determines to issue dividends and then only at the times and in the
amounts that our board of directors may determine.
Voting Rights
The holders of our common stock are entitled to one vote per share.
Our common stock votes as a single class on all matters relating to
the election and removal of directors on our board of directors and
as provided by law. Our stockholders do not have the ability to
cumulate votes for the election of directors. Except in respect of
matters relating to the election of directors, or as otherwise
provided in our charter or required by law, all matters to be voted
on by our stockholders must be approved by a majority of the shares
present in person or by proxy at the meeting and entitled to vote
on the subject matter. In the case of the election of directors,
director candidates must be approved by a plurality of the shares
present in person or by proxy at the meeting and entitled to vote
on the election of directors.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not
subject to conversion, redemption or sinking fund
provisions.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution or winding-up,
the assets legally available for distribution to our stockholders
would be distributable ratably among the holders of our common
stock and any participating preferred stock outstanding at that
time, subject to prior satisfaction of all outstanding debt and
liabilities and the preferential rights and payment of liquidation
preferences, if any, on any outstanding shares of preferred
stock.
Fully Paid and Non-Assessable
All of the outstanding shares of our common stock are fully paid
and non-assessable.
Preferred Stock
No shares of our preferred stock are currently outstanding.
Pursuant to our charter, our board of directors has the authority,
without further action by the stockholders, to issue from time to
time shares of preferred stock in one or more series. Our
board of directors may designate the rights, preferences,
privileges and restrictions of the preferred stock, including
dividend rights, conversion rights, voting rights, redemption
rights, liquidation preference, sinking fund terms, and the number
of shares constituting any series or the designation of any
series. The issuance of preferred stock could have the effect
of restricting dividends on our common stock, diluting the voting
power of our common stock, impairing the liquidation rights of our
common stock, or delaying, deterring or preventing a change in
control. Such issuance could have the effect of decreasing the
market price of our common stock. Any preferred stock so
issued may rank senior to our common stock with respect to the
payment of dividends or amounts upon liquidation, dissolution or
winding up, or both. We currently have no plans to issue any shares
of preferred stock.
Anti-Takeover Provisions in Our Charter and Bylaws
Certain provisions of our charter and bylaws may have the effect of
delaying, deferring or discouraging another person from attempting
to acquire control of us. These provisions, which are summarized
below, may discourage takeovers, coercive or otherwise. These
provisions are also geared, in part, towards encouraging persons
seeking to acquire control of us to negotiate first with our board
of directors. We believe that the benefits of increased protection
of our potential ability to negotiate with an unfriendly or
unsolicited acquirer outweigh the disadvantages of discouraging a
proposal to acquire us because negotiation of these proposals could
result in an improvement of their terms.
Board Size; Board of Directors Vacancies; Directors Removed Only
for Cause.
The size of our board of directors shall be
fixed exclusively by the majority of directors then in office, and
vacant seats can be filled only by the majority of our directors
then in office. For so long as Thoma Bravo continues to own at
least 20% (but less than 30%) of our outstanding common stock,
Thoma Bravo has the right to nominate a number of directors equal
to the lowest whole number that is greater than 30% of the total
number of directors. In addition, directors may only be removed for
cause and only upon the affirmative vote of the holders of 66 2/3%
or more of our outstanding shares of capital stock then entitled to
vote at a meeting of our stockholders called for that purpose.
These provisions may have the effect of deferring, delaying or
discouraging hostile takeovers, or changes in control or management
of our company. In addition, the number of directors constituting
our board of directors can be set only by a resolution adopted by a
majority vote of our entire board of directors. These provisions
would prevent a stockholder from increasing the size of our board
of directors and then gaining control of our board of directors by
filling the resulting vacancies with its own nominees. This will
make it more difficult to change the composition of our board of
directors and will promote continuity of management. Following the
completion of this offering, we expect that Thoma Bravo will
continue to own at least 20% of our outstanding shares of common
stock.
Classified Board.
Our charter and bylaws provide that our
board of directors is classified into three classes of directors,
with each class serving three-year staggered terms. A third party
may be discouraged from making a tender offer or otherwise
attempting to obtain control of us as it is more difficult and
time-consuming for stockholders to replace a majority of the
directors on a classified board of directors.
Stockholder Action; Special Meeting of
Stockholders.
Pursuant to Section 228 of the
Delaware General Corporation Law, or DGCL, any action required to
be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote
if a consent or consents in writing, setting forth the action so
taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares of
our stock entitled to vote thereon were present and voted, unless
our certificate of incorporation provides otherwise. Our charter
provides that our stockholders may not take action by written
consent but may only take action at annual or special meetings of
our stockholders. As a result, a holder controlling a majority of
our capital stock would not be able to amend our bylaws or remove
directors without holding a meeting of our stockholders called in
accordance with our bylaws. Our charter provides that special
meetings of the stockholders may be called only upon a resolution
approved by a majority of the total number of directors that we
would have if there were no vacancies, the chairman of our board of
directors, the Chief Executive Officer or the President. These
provisions might delay the ability of our stockholders
to force consideration of a proposal or for stockholders
controlling a majority of our capital stock to take any action,
including the removal of directors.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations.
Our bylaws provide advance notice
procedures for stockholders seeking to bring business before our
annual meeting of stockholders or to nominate candidates for
election as directors at our annual meeting of stockholders. Our
bylaws specify certain requirements regarding the form and content
of a stockholder’s notice. Our bylaws prohibit the conduct of any
business at a special meeting other than as specified in the notice
for such meeting. Our bylaws also provide that nominations of
persons for election to our board of directors may be made at a
special meeting of stockholders at which directors are to be
elected pursuant to the notice of meeting (i) by or at the
direction of our board of directors or (ii) provided that our
board of directors has determined that directors shall be elected
at such meeting, by any stockholder who (a) is a stockholder
of record both at the time the notice is delivered and on the
record date for the determination of stockholders entitled to vote
at the special meeting, (b) is entitled to vote at the meeting
and upon such election and (c) complies with the notice
procedures set forth in our bylaws. These provisions might preclude
our stockholders from bringing matters before our annual meeting of
stockholders or from making nominations for directors at our annual
meeting of stockholders if the proper procedures are not followed.
We expect that these provisions may also discourage or deter a
potential acquirer from conducting a solicitation of proxies to
elect the acquirer’s own slate of directors or otherwise attempting
to obtain control of our company. These provisions will not apply
to nominations of candidates for elections as directors by Thoma
Bravo.
No Cumulative Voting.
The DGCL provides that stockholders are not
entitled to cumulate votes in the election of directors unless a
corporation’s certificate of incorporation provides otherwise. Our
charter does not provide for cumulative voting.
Amendment of Charter Provisions and Bylaws.
Our charter and bylaws may be adopted,
amended, altered or repealed by either (i) a vote of a
majority of the total number of directors that the company would
have if there were no vacancies or (ii) in addition to any
other vote otherwise required by law, the affirmative vote of the
holders of at least 75% of the voting power of our then outstanding
capital stock entitled to vote generally in the election of
directors, voting together as a single class; provided, that if the
directors recommend that the stockholders approve such amendment or
repeal, then the bylaws may be amended or repealed by the vote of a
majority of the voting power of our then outstanding voting capital
stock, voting together as a single class.
Our charter also provides that the provisions of our charter
relating to the size and composition of our board of directors,
limitation on liabilities of directors, stockholder action by
written consent, the ability of stockholders to call special
meetings, business combinations with interested persons, amendment
of our bylaws or charter and the exclusive forum provisions
related to certain disputes, may only be amended, altered,
changed or repealed by the affirmative vote of the holders of at
least 66 2/3% of the voting power of all of our outstanding shares
of capital stock entitled to vote generally in the election of
directors, voting together as a single class. Our charter also
provides that the provision of our charter that deals with
corporate opportunity may only be amended, altered or repealed by a
vote of 80.0% of the voting power of our then outstanding capital
stock entitled to vote generally in the election of directors,
voting together as a single class. See “—Corporate
Opportunity.”
Issuance of Undesignated Preferred Stock.
Our board of directors has the authority,
without further action by our stockholders, to designate and issue
shares of preferred stock with rights and preferences, including
super voting, special approval, dividend or other rights or
preferences on a discriminatory basis. The existence of authorized
but unissued shares of undesignated preferred stock would enable
our board of directors to render more difficult or to discourage an
attempt to obtain control of us by means of a merger, tender offer,
proxy contest or other means.
Business Combinations with Interested
Stockholders. We
have elected in our charter not to be subject to Section 203
of the DGCL, an anti-takeover law. In general, Section 203
prohibits a publicly held Delaware corporation from engaging in a
business combination, such as a merger, with an interested
stockholder (i.e., a person or group owning 15% or more of the
corporation’s voting capital stock) for a period of three years
following the date the person became an interested stockholder,
unless (with certain exceptions) the business combination or the
transaction in which the person became an interested stockholder is
approved in a prescribed manner. Accordingly,
we are not subject to any anti-takeover effects of Section 203
of the DGCL. However, our charter contains provisions that have the
same effect as Section 203, except that they provide that
sales of common stock to or by Thoma Bravo will be deemed to have
been approved by our board of directors, and thereby not subject to
the restrictions set forth in our charter that have the same effect
as Section 203 of the DGCL.
Corporate Opportunity. Seth
Boro and Kenneth “Chip” Virnig, managing partners of Thoma Bravo,
currently serve on our board of directors and will continue to
serve as directors following completion of this offering. Thoma
Bravo may beneficially hold equity interests in entities that
directly or indirectly compete with us, and companies in which it
currently invests may begin competing with us. As a result of these
relationships, when conflicts between the interests of Thoma Bravo,
on the one hand, and of other stockholders, on the other hand,
arise, these directors may not be disinterested. Although our
directors and officers have a duty of loyalty to us under the DGCL
and our charter, transactions that we enter into in which a
director or officer has a conflict of interest are generally
permissible so long as (i) the material facts relating to the
director’s or officer’s relationship or interest as to the
transaction are disclosed to our board of directors and a majority
of our disinterested directors approved the transactions,
(ii) the material facts relating to the director’s or
officer’s relationship or interest are disclosed to our
stockholders and a majority of our disinterested stockholders
approve the transaction or (iii) the transaction is otherwise
fair to us.
Our charter provides that no officer or director of our company who
is also a principal, officer, director, member, manager, partner,
employee and/or independent contractor of Thoma Bravo will be
liable to us or our stockholders for breach of any fiduciary duty
by reason of the fact that any such individual pursues or acquires
a corporate opportunity for its own account or the account of an
affiliate, as applicable, instead of us, directs a corporate
opportunity to Thoma Bravo instead of us or does not communicate
information regarding a corporate opportunity to us. Our charter
also provides that any principal, officer, director, member,
manager, partner, employee and/or independent contractor of Thoma
Bravo or any entity that controls, is controlled by or under common
control with Thoma Bravo or any investment funds advised by Thoma
Bravo will not be required to offer any transaction opportunity of
which they become aware to us and could take any such opportunity
for themselves or offer it to other companies in which they have an
investment.
This provision may not be modified without the affirmative vote of
the holders of at least 80.0% of the voting power of all of our
outstanding shares of common stock.
Choice of Forum
Our bylaws provide that, unless we consent in writing to an
alternative forum, the Court of Chancery of the State of Delaware
will be the sole and exclusive forum for any state law claims for
any (i) any derivative action or proceeding brought on our behalf,
(ii) any action asserting a claim of breach of a fiduciary duty
owed by any of our directors, officers and employees to us or our
stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, our
certificate of incorporation or our bylaws, or (iv) any action
asserting a claim that is governed by the internal affairs
doctrine, or the Delaware Forum Provision. The Delaware Forum
Provision will not apply to any causes of action arising under the
Securities Act or Exchange Act. Our bylaws further provide that the
United States District Court for the District of Massachusetts is
the exclusive forum for resolving any complaint asserting a cause
of action arising under the Securities Act, or the Federal Forum
Provision, as our executive offices are located in Waltham,
Massachusetts. The Delaware Forum Provision and the Federal Forum
Provision may impose additional costs on stockholders, may limit
our stockholders’ ability to bring a claim in a forum they find
favorable, and the designated courts may reach different judgments
or results than other courts. In addition, there is uncertainty as
to whether the Federal Forum Provision will be enforced, which may
impose additional costs on us and our stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is
Computershare Trust Company, N.A.
Listing
Our common stock is listed on the New York Stock Exchange under the
symbol “DT.”
DIVIDEND POLICY
We currently intend to retain all available funds and any future
earnings for use in the operation of our business and do not expect
to pay any dividends on our common stock in the foreseeable future.
Any future determination to declare dividends will be made at the
discretion of our board of directors, subject to applicable laws,
and will depend on a number of factors, including our financial
condition, results of operations, capital requirements, contractual
restrictions, general business conditions and other factors that
our board of directors may deem relevant. In addition, our credit
facility places restrictions on the ability of our subsidiaries to
pay cash dividends or make distributions to us.
SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of our
common stock as of January 30, 2023, on an actual basis and as
adjusted to reflect the sale of common stock by the selling
stockholders in this offering, for each of the selling
stockholders. When we refer to the “selling stockholders” in this
prospectus supplement, we mean the persons listed in the table
below.
We have determined beneficial ownership in accordance with the
rules of the SEC, and thus it represents sole or shared voting or
investment power with respect to our securities. Unless otherwise
indicated below, to our knowledge, the persons and entities named
in the table have sole voting and sole investment power with
respect to all shares that they beneficially own, subject to
community property laws where applicable. The information does not
necessarily indicate beneficial ownership for any other purpose,
including for purposes of Sections 13(d) and 13(g) of the
Securities Act.
The percentage ownership information shown in the table prior to
this offering is based upon 289,051,862 shares of common stock
outstanding as of January 30, 2023. The percentage ownership
information shown in the table assumes the sale of an aggregate of
15,000,000 shares of our common stock by the selling stockholders
in this offering.
We have deemed shares of our common stock subject to stock options
that are currently exercisable or exercisable within 60 days of
January 30, 2023 and our restricted stock units that have vested or
will vest within 60 days of January 30, 2023 to be outstanding and
to be beneficially owned by the person holding the stock option or
the restricted stock unit for the purpose of computing the
percentage ownership of that person.
For information regarding material transactions between us and
certain of the selling stockholders, see the section titled
“Certain Relationships and Related Party Transactions, and Director
Independence” in our Annual Report.
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Beneficial Ownership
Prior to the
Offering |
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Shares
Offered
Hereby (Assuming No Exercise of Option)
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Shares Beneficially
Owned After the
Offering |
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Shares
Offered
Hereby (Assuming Full Exercise of Option)
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Shares Beneficially
Owned After the
Offering |
|
Name of Beneficial Owner |
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Number |
|
Percent |
|
|
Number |
|
Percent |
|
Number |
|
Percent |
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Thoma Bravo Funds(1)
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84,298,270 |
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29.2 |
% |
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14,773,500 |
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69,524,770 |
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24.1 |
% |
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16,989,525 |
67,308,745 |
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23.3 |
% |
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AlpInvest Funds(2)
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1,292,415 |
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* |
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226,500 |
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1,065,915 |
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* |
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260,475 |
1,031,940 |
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* |
_________________
*Represents
beneficial ownership of less than one percent of the outstanding
shares of common stock.
(1)Consists
of 9,246,909 shares held directly by Thoma Bravo Fund X, L.P., or
TB Fund X, 2,022,690 shares held directly by Thoma Bravo Fund X-A,
L.P., or TB Fund X-A, 43,554,893 shares held directly by Thoma
Bravo Fund XI, L.P., or TB Fund XI, 21,874,339 shares held directly
by Thoma Bravo Fund XI-A, L.P., or TB Fund XI-A, 960,861 shares
held directly by Thoma Bravo Executive Fund XI, L.P., or TB Exec
Fund, 793,391 shares held directly by Thoma Bravo Special
Opportunities Fund I, L.P., or TB SOF, and 5,845,187 shares held
directly by Thoma Bravo Special Opportunities Fund I AIV, L.P., or
TB SOF AIV. Thoma Bravo Partners X, L.P., or TB Partners X, is the
general partner of each of TB Fund X, TB Fund X-A, TB SOF and TB
SOF AIV. Thoma Bravo Partners XI, L.P., or TB Partners XI, is the
general partner of each of TB Fund XI, TB Fund XI-A and TB Exec
Fund. Thoma Bravo UGP, LLC is the ultimate general partner of each
of TB Partners X and TB Partners XI. By virtue of the relationships
described in this footnote, Thoma Bravo UGP, LLC may be deemed to
exercise voting and dispositive power with respect to the shares
held directly by TB Fund X, TB Fund X-A, TB Fund XI, TB Fund XI-A,
TB Exec Fund, TB SOF and TB SOF AIV. The principal business address
of the entities identified herein is c/o Thoma Bravo, L.P., 110 N.
Wacker Drive, 32nd
Floor, Chicago, Illinois 60606.
(2)Consists
of 36,187 shares held directly by AM 2014 Co. C.V., 1,081,750
shares held directly by AP Copper 2014 I C.V., and 174,478 shares
held directly by AP Copper 2014 II C.V. Ultimate voting and
dispositive power with respect to the shares held by the foregoing
entities is exercised by AlpInvest Partners B.V. The principal
business address for each of the entities identified herein is
Jachthavenweg 118, 1081 KJ Amsterdam, the Netherlands.
MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS OF
OUR COMMON STOCK
The following is a summary of certain material U.S. federal income
tax considerations related to the purchase, ownership and
disposition of our common stock by a non-U.S. holder (as defined
below), that holds our common stock as a “capital asset” (generally
property held for investment). This summary is based on the
provisions of the U.S. Internal Revenue Code of 1986, as amended,
or the Internal Revenue Code, U.S. Treasury regulations,
administrative rulings and judicial decisions, all as in effect on
the date hereof, and all of which are subject to change, possibly
with retroactive effect. We have not sought any ruling from the
Internal Revenue Service, or the IRS, with respect to the
statements made and the conclusions reached in the following
summary, and there can be no assurance that the IRS or a court will
agree with such statements and conclusions.
This summary does not address all aspects of U.S. federal income
taxation that may be relevant to non-U.S. holders in light of their
personal circumstances. In addition, this summary does not address
the Medicare tax on certain investment income, the alternative
minimum tax, the rules regarding qualified small business stock
under Section 1202 of the Code, U.S. federal estate or gift tax
laws, any state, local or non-U.S. tax laws or any tax treaties.
This summary also does not address tax considerations applicable to
investors that may be subject to special treatment under the U.S.
federal income tax laws, such as:
•banks,
insurance companies or other financial institutions;
•tax-exempt
entities, organizations or arrangements or governmental
organizations;
•brokers
or dealers in stocks, securities or foreign
currencies;
•traders
in securities that use the mark-to-market method of accounting for
U.S. federal income tax purposes or any other holder subject to
mark-to-market treatment;
•partnerships
or other pass-through entities for U.S. federal income tax purposes
or holders of interests therein;
•persons
deemed to sell our common stock under the constructive sale
provisions of the Internal Revenue Code;
•persons
that acquired our common stock through the exercise of employee
stock options or otherwise as compensation or through a
tax-qualified retirement plan;
•former
citizens or long-term residents of the U.S.;
•persons
that hold our common stock as part of a straddle, appreciated
financial position, synthetic security, hedge, conversion
transaction or other integrated investment or risk reduction
transaction;
•“controlled
foreign corporations,” “passive foreign investment companies” and
corporations that accumulate earnings to avoid U.S. federal income
tax; and
•persons
that own, or have owned, actually or constructively, more than 5%
of our common stock.
PROSPECTIVE INVESTORS ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS
WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS
TO THEIR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF
THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING
UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF
ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER
ANY APPLICABLE INCOME TAX TREATY.
Non-U.S. Holder Defined
For purposes of this discussion, a “non-U.S. holder” is a
beneficial owner of our common stock that is not for U.S. federal
income tax purposes a partnership (or other entity or arrangement
treated as a partnership for U.S. federal income tax purposes) and
is any of the following for such purposes:
•a
non-resident alien individual;
•a
foreign corporation or any other foreign organization taxable as a
corporation for U.S. federal income tax purposes; and
•a
foreign estate or trust, the income of which is not subject to U.S.
federal income tax on a net income basis on income or gain from our
common stock.
If a partnership (including an entity or arrangement treated as a
partnership for U.S. federal income tax purposes) holds our common
stock, the tax treatment of a partner in the partnership generally
will depend upon the status of the partner, upon the activities of
the partnership and upon certain determinations made at the partner
level. Accordingly, we urge partners in partnerships (including
entities or arrangements treated as partnerships for U.S. federal
income tax purposes) considering the purchase of our common stock
to consult their tax advisors regarding the U.S. federal income tax
considerations of the purchase, ownership and disposition of our
common stock by such partnership.
Distributions
We do not expect to pay any distributions on our common stock in
the foreseeable future. However, in the event we do make
distributions of cash or other property on our common stock, such
distributions will constitute dividends for U.S. federal income tax
purposes to the extent paid from our current or accumulated
earnings and profits, as determined under U.S. federal income tax
principles. To the extent those distributions exceed our current
and accumulated earnings and profits, the distributions will be
treated as a non-taxable return of capital to the extent of the
non-U.S. holder’s tax basis in our common stock and thereafter as
capital gain from the sale or exchange of such common stock. See
“—Gain on Disposition of Our Common Stock” below. Subject to backup
withholding requirements and the withholding requirements under
FATCA (as defined below) and except with respect to effectively
connected dividends, each of which is discussed below, any
distribution made to a non-U.S. holder on our common stock
generally will be subject to U.S. withholding tax at a rate of 30%
of the gross amount of the distribution unless an applicable income
tax treaty provides for a lower rate. To receive the benefit of a
reduced treaty rate, a non-U.S. holder must provide the applicable
withholding agent with an IRS Form W-8BEN or IRS Form W-8BEN-E (or
other applicable or successor form) certifying qualification for
the reduced rate. This certification must be provided to us or our
paying agent prior to the payment of dividends and must be updated
periodically. If the non-U.S. holder holds the stock through a
financial institution or other agent acting on the non-U.S.
holder’s behalf, the non-U.S. holder will be required to provide
appropriate documentation to the agent, which then will be required
to provide certification to us or our paying agent, either directly
or through other intermediaries. Non-U.S. holders that do not
timely provide the required certification, but that qualify for a
reduced treaty rate, may obtain a refund of any excess amounts
withheld by timely filing an appropriate claim for refund with the
IRS. Non-U.S. holders are urged to consult their tax advisors
regarding their entitlement to benefits under a relevant income tax
treaty.
Dividends paid to a non-U.S. holder that are effectively connected
with a trade or business conducted by the non-U.S. holder in the
U.S. (and, if required by an applicable income tax treaty, are
treated as attributable to a permanent establishment or fixed base
maintained by the non-U.S. holder in the U.S.) generally will be
taxed on a net income basis at the rates and in the manner
generally applicable to United States persons (as defined under the
Internal Revenue Code). Such effectively connected dividends will
not be subject to U.S. withholding tax if the non-U.S. holder
satisfies certain certification requirements by providing the
applicable withholding agent with a properly executed IRS Form
W-8ECI (or other applicable or successor form) certifying
eligibility for exemption. If the non-U.S. holder is a corporation
for U.S. federal income tax purposes, it may also be subject to a
branch profits tax (at a 30% rate or such lower rate as specified
by an applicable income tax treaty) on its effectively connected
earnings and profits (as adjusted for certain items), which will
include effectively connected dividends.
Gain on Disposition of Our Common Stock
Subject to the discussions below under “—Backup Withholding and
Information Reporting” and “—Additional Withholding Requirements
under FATCA,” a non-U.S. holder generally will not be subject to
U.S. federal income or withholding tax on any gain realized upon
the sale or other disposition of our common stock
unless:
•the
non-U.S. holder is an individual who is present in the U.S. for a
period or periods aggregating 183 days or more during the calendar
year in which the sale or disposition occurs and certain other
conditions are met;
•the
gain is effectively connected with a trade or business conducted by
the non-U.S. holder in the U.S. (and, if required by an applicable
income tax treaty, is attributable to a permanent establishment or
fixed base maintained by the non-U.S. holder in the U.S.);
or
•our
common stock constitutes a United States real property interest by
reason of our status as a United States real property holding
corporation, or USRPHC, for U.S. federal income tax
purposes.
A non-U.S. holder described in the first bullet point above will
generally be subject to U.S. federal income tax at a rate of 30%
(or such lower rate as specified by an applicable income tax
treaty) on the amount of such gain, which generally may be offset
by U.S. source capital losses; provided the non-U.S. holder has
timely filed U.S. federal income tax returns with respect to such
losses.
A non-U.S. holder whose gain is described in the second bullet
point above or, subject to the exceptions described in the next
paragraph, the third bullet point above, generally will be taxed on
a net income basis at the rates and in the manner generally
applicable to United States persons (as defined under the Internal
Revenue Code) unless an applicable income tax treaty provides
otherwise. If the non-U.S. holder is a corporation for U.S. federal
income tax purposes whose gain is described in the second bullet
point above, then such gain would also be included in its
effectively connected earnings and profits (as adjusted for certain
items), which may be subject to a branch profits tax (at a 30% rate
or such lower rate as specified by an applicable income tax
treaty).
Generally, a corporation is a USRPHC if the fair market value of
its United States real property interests equals or exceeds 50% of
the sum of the fair market value of its worldwide real property
interests and its other assets used or held for use in a trade or
business. We believe that we currently are not a USRPHC for U.S.
federal income tax purposes, and we do not expect to become a
USRPHC for the foreseeable future. However, in the event that we
become a USRPHC, as long as our common stock is and continues to be
“regularly traded on an established securities market” (within the
meaning of the U.S. Treasury Regulations), only a non-U.S. holder
that actually or constructively owns, or owned at any time during
the shorter of the five-year period ending on the date of the
disposition or the non-U.S. holder’s holding period for the common
stock, more than 5% of our common stock will be taxable on gain
realized on the disposition of our common stock as a result of our
status as a USRPHC. If we were to become a USRPHC and our common
stock were not considered to be regularly traded on an established
securities market, such holder (regardless of the percentage of
stock owned) would be subject to U.S. federal income tax on a
taxable disposition of our common stock (as described in the
preceding paragraph), and a 15% withholding tax would apply to the
gross proceeds from such disposition.
Non-U.S. holders should consult their tax advisors with respect to
the application of the foregoing rules to their ownership and
disposition of our common stock.
Backup Withholding and Information Reporting
Any distributions paid to a non-U.S. holder must be reported
annually to the IRS and to the non-U.S. holder. Copies of these
information returns may be made available to the tax authorities in
the country in which the non-U.S. holder resides or is established.
Payments of dividends to a non-U.S. holder generally will not be
subject to backup withholding if the non-U.S. holder establishes an
exemption by properly certifying its non-U.S. status on an IRS Form
W-8BEN or IRS Form W-8BEN-E (or other applicable or successor
form). Dividends paid to non-U.S.
holders subject to U.S. withholding tax as described above under
“—Distributions” will generally be exempt from backup
withholding.
Payments of the proceeds from a sale or other disposition by a
non-U.S. holder of our common stock effected by or through a U.S.
office of a broker generally will be subject to information
reporting and backup withholding (at the applicable rate) unless
the non-U.S. holder establishes an exemption by properly certifying
its non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E (or
other applicable or successor form) and certain other conditions
are met. Information reporting and backup withholding generally
will not apply to any payment of the proceeds from a sale or other
disposition of our common stock effected outside the U.S. by a
non-U.S. office of a broker. However, sales or other dispositions
of our common stock effected outside the U.S. by such a broker if
it has certain relationships within the U.S. will result in
information reporting and backup withholding unless such broker has
documentary evidence in its records that the non-U.S. holder is not
a United States person and certain other conditions are met, or the
non-U.S. holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Rather, the U.S.
federal income tax liability (if any) of persons subject to backup
withholding will be reduced by the amount of tax withheld. If
backup withholding results in an overpayment of taxes, a refund may
be obtained, provided that the required information is timely
furnished to the IRS.
Additional Withholding Requirements under FATCA
Provisions of the Internal Revenue Code, and the U.S. Treasury
regulations and administrative guidance issued thereunder, or
FATCA, generally impose a 30% withholding tax on any dividends paid
on common stock if paid to a “foreign financial institution” or a
“non-financial foreign entity” (each as defined in the Internal
Revenue Code) (including, in some cases, when such foreign
financial institution or non-financial foreign entity is acting as
an intermediary), unless (i) in the case of a foreign financial
institution, such institution enters into an agreement with the
U.S. government to withhold on certain payments, and to collect and
provide to the U.S. tax authorities substantial information
regarding U.S. account holders of such institution (which includes
certain equity and debt holders of such institution, as well as
certain account holders that are non-U.S. entities with U.S.
owners), (ii) in the case of a non-financial foreign entity, such
entity certifies that it does not have any “substantial United
States owners” (as defined in the Internal Revenue Code) or
provides the applicable withholding agent with a certification
identifying the direct and indirect substantial United States
owners of the entity (in either case, generally on an IRS Form
W-8BEN-E), or (iii) the foreign financial institution or
non-financial foreign entity otherwise qualifies for an exemption
from these rules and provides appropriate documentation (such as an
IRS Form W-8BEN-E). While withholding under FATCA may in the future
apply to payments of gross proceeds from a sale or other
disposition of our common stock, under proposed U.S. Treasury
Regulations, withholding on payments of gross proceeds is not
required. Although such regulations are not final, applicable
withholding agents may rely on the proposed regulations unless and
until final regulations are issued. Foreign financial institutions
located in jurisdictions that have an intergovernmental agreement
with the U.S. governing these rules may be subject to different
rules. Under certain circumstances, a holder might be eligible for
refunds or credits of such taxes. Non-U.S. holders are encouraged
to consult their own tax advisors regarding the effects of FATCA on
an investment in our common stock.
INVESTORS CONSIDERING THE PURCHASE OF OUR COMMON STOCK ARE URGED TO
CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE U.S.
FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE
APPLICABILITY AND EFFECT OF U.S. FEDERAL ESTATE AND GIFT TAX LAWS
AND ANY STATE, LOCAL OR NON-U.S. TAX LAWS AND TAX
TREATIES.
UNDERWRITING
BofA Securities, Inc. is acting as underwriter of the
offering.
Subject to the terms and conditions set forth in an underwriting
agreement between us and the selling stockholders, the selling
stockholders have agreed to sell to the underwriter, and the
underwriter has agreed to purchase from the selling stockholders
15,000,000 shares of our common stock.
Subject to the terms and conditions set forth in the underwriting
agreement, the underwriter has agreed to purchase all of the shares
sold under the underwriting agreement other than those shares
covered by the option to purchase additional shares described
below, if any of these shares are purchased.
We and the selling stockholders have agreed to indemnify the
underwriter against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the
underwriter may be required to make in respect of those
liabilities.
The underwriter is offering the shares, subject to prior sale,
when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the
shares, and other conditions contained in the underwriting
agreement, such as the receipt by the underwriter of officer’s
certificates and legal opinions.
The underwriter reserves the right to withdraw, cancel or modify
offers to the public and to reject orders in whole or in
part.
Commissions and Discounts
The underwriter is purchasing the shares of common stock from the
selling stockholders at
$ per share (representing
approximately $ aggregate
proceeds to the selling stockholders).
The underwriter may offer the shares of common stock from time to
time for sale in one or more transactions on the New York Stock
Exchange, in the over-the-counter market, through negotiated
transactions or otherwise at market prices prevailing at the time
of sale, at prices related to prevailing market prices or at
negotiated prices.
In connection with the sale of the shares of common stock offered
hereby, the underwriter may be deemed to have received compensation
in the form of underwriting discounts. The underwriter may effect
such transactions by selling shares of common stock to or through
dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriter and/or
purchasers of shares of common stock for whom they may act as
agents or to whom they may sell as principal.
Option to Purchase Additional Shares
The selling stockholders granted an option to the underwriter,
exercisable for 30 days after the date of this prospectus
supplement, to purchase in whole or in part at any time up to an
aggregate of 2,250,000 additional shares at
$ per
share.
No Sales of Similar Securities
We, our executive officers and directors and the selling
stockholders have agreed or will agree with the underwriter,
subject to certain exceptions, not to dispose of or hedge any of
their common stock or securities convertible into or exchangeable
for shares of common stock during the period from the date of this
prospectus supplement continuing through the date (x) 30 days, in
the case of us, our executive officers and directors and (y) 60
days, in the case of the selling stockholders, after the date of
this prospectus supplement, except with the prior written consent
of the underwriter. This agreement does not apply to any existing
employee benefit plans.
The restrictions described in the immediately preceding paragraph
applicable to us do not apply to certain transactions
including:
•the
issuance shares of common stock upon the exercise of an option, the
settlement of restricted stock units or the conversion or exchange
of convertible or exchangeable securities outstanding as of the
date of this prospectus supplement;
•the
issuance of shares of common stock pursuant our employee
equity-based compensation plans, incentive plans, stock plans, or
other arrangements in place as of the date of this prospectus
supplement;
•the
filing of a registration statement on Form S-8 in connection with
the registration of securities granted or to be granted pursuant to
any employee equity-based compensation plan, incentive plan, stock
plan or dividend reinvestment plan adopted and approved by the our
board of directors us; and
•the
issuance shares of common stock in connection with the acquisition
of the assets of, or a majority or controlling portion of the
equity of, or a joint venture with another entity in connection
with its acquisition by us or any of our subsidiaries of such
entity; provided that the aggregate number of shares that we may
issue pursuant to exceptions described in this bullet point shall
not exceed 5% of the total number of shares of common stock issued
and outstanding as of the date of this prospectus
supplement.
The restrictions described in the second immediately preceding
paragraph applicable to our executive officers, directors and the
selling stockholders do not apply to certain transactions
including:
•the
sale of shares of common stock to the underwriter pursuant to the
underwriting agreement in this offering;
•subject
to certain limitations, a bona fide gift or gifts;
•subject
to certain limitations, transfers by any person to any immediate
family member or any trust for the direct or indirect benefit of
the transferor or the immediate family of the transferor that does
not involve a disposition for value;
•subject
to certain limitations, transfers by any person by will or
intestate succession;
•shares
of common stock acquired by such person in open market transactions
after the date of this prospectus supplement;
•subject
to certain limitations, transfers by any person to affiliates or to
any investment fund or other entity controlled or managed by, or
under common control with such person transferor that does not
involve a disposition for value;
•subject
to certain limitations, transfers by any person pursuant to a
distribution, transfer or disposition without consideration to
stockholders, partners, members or other equity holders of such
person;
•subject
to certain limitations, the surrender or forfeiture of our
securities to us to satisfy tax withholding obligations upon
vesting or settlement or restricted stock units or the cashless net
exercise of awards granted under a stock incentive
plan;
•subject
to certain limitations, the repurchase by us of shares of common
stock issued under a stock incentive plan in connection with the
termination of such person’s relationship with us;
•transfers
by any person of such securities pursuant to a bona fide
third-party tender offer, merger, consolidation or other similar
transaction made to all holders of our common stock involving a
change of control of ownership of us that has been approved by our
board of directors;
•subject
to certain limitations, transfers by any person pursuant to a
qualified domestic order or in connection with a divorce
settlement;
•subject
to certain limitations, the establishment by any person of a
written plan intended to meet the requirements of Rule 10b5-1 under
the Exchange Act; and
•sales
of shares of common stock made pursuant to written plan intended to
meet the requirements of Rule 10b5-1 established prior to the date
of this prospectus supplement.
New York Stock Exchange Listing
The shares are listed on the New York Stock Exchange under the
symbol “DT”.
Short Positions
In connection with the offering, the underwriter may purchase and
sell our common stock in the open market. These transactions may
include short sales and purchases on the open market to cover
positions created by short sales. Short sales involve the sale by
the underwriter of a greater number of shares than they are
required to purchase in the offering. “Covered” short sales are
sales made in an amount not greater than the underwriter’s option
to purchase additional shares described above. The underwriter may
close out any covered short position by either exercising their
option to purchase additional shares or purchasing shares in the
open market.
In determining the source of shares to close out the covered short
position, the underwriter will consider, among other things, the
price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through the
option granted to them. “Naked” short sales are sales in excess of
such option. The underwriter must close out any naked short
position by purchasing shares in the open market. A naked short
position is more likely to be created if the underwriter is
concerned that there may be downward pressure on the price of our
common stock in the open market after pricing that could adversely
affect purchasers in this offering.
Similar to other purchase transactions, the underwriter’s purchases
to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As
a result, the price of our common stock may be higher than the
price that might otherwise exist in the open market. The
underwriter may conduct these transactions on the New York Stock
Exchange, in the over-the-counter market or otherwise.
Neither we nor the underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of our common
stock.
In addition, neither we nor the underwriter make any representation
that the underwriter will engage in these transactions or that
these transactions, once commenced, will not be discontinued
without notice.
Electronic Distribution
In connection with the offering, the underwriter may distribute
prospectuses by electronic means, such as e-mail.
Other Relationships
The underwriter and its affiliates have engaged in, and may in the
future engage in, investment banking and other commercial dealings
in the ordinary course of business with us or our
affiliates.
The underwriter has received, or may in the future receive,
customary fees and commissions for these transactions.
In addition, in the ordinary course of its business activities, the
underwriter and its affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including
bank loans) for their own account and for the accounts of their
customers.
Such investments and securities activities may involve securities
and/or instruments of ours or our affiliates. The underwriter and
its affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to
clients that they acquire, long and/or short positions in such
securities and instruments.
European Economic Area and the United Kingdom
In relation to each Member State of the European Economic Area and
the United Kingdom (each a “Relevant State”), no Shares have been
offered or will be offered pursuant to the offering to the public
in that Relevant State prior to the publication of a prospectus in
relation to the Shares which has been approved by the competent
authority in that Relevant State or, where appropriate, approved in
another Relevant State and notified to
the competent authority in that Relevant State, all in accordance
with the Prospectus Regulation, except that offers of Shares may be
made to the public in that Relevant State at any time under the
following exemptions under the Prospectus Regulation:
a.to
any legal entity which is a qualified investor as defined under the
Prospectus Regulation;
b.to
fewer than 150 natural or legal persons (other than qualified
investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of representative for any such offer;
or
c.in
any other circumstances falling within Article 1(4) of the
Prospectus Regulation,
provided that no such offer of Shares shall require the Company or
any underwriter to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation.
Each person in a Relevant State who initially acquires any Shares
or to whom any offer is made will be deemed to have represented,
acknowledged and agreed to and with the Company and the Managers
that it is a qualified investor within the meaning of the
Prospectus Regulation.
In the case of any Shares being offered to a financial intermediary
as that term is used in Article 5(1) of the Prospectus Regulation,
each such financial intermediary will be deemed to have
represented, acknowledged and agreed that the Shares acquired by it
in the offer have not been acquired on a non-discretionary basis on
behalf of, nor have they been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an
offer to the public other than their offer or resale in a Relevant
State to qualified investors, in circumstances in which the prior
consent of the underwriter has been obtained to each such proposed
offer or resale.
The Company, the underwriter and their affiliates will rely upon
the truth and accuracy of the foregoing representations,
acknowledgments and agreements.
For the purposes of this provision, the expression an “offer to the
public” in relation to any Shares in any Relevant State means the
communication in any form and by any means of sufficient
information on the terms of the offer and any Shares to be offered
so as to enable an investor to decide to purchase or subscribe for
any Shares, and the expression “Prospectus Regulation” means
Regulation (EU) 2017/1129.
References to the Prospectus Regulation includes, in relation to
the UK, the Prospectus Regulation as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act
2018.
The above selling restriction is in addition to any other selling
restrictions set out below.
Notice to Prospective Investors in the United Kingdom
This document is for distribution only to persons who (i) have
professional experience in matters relating to investments and who
qualify as investment professionals within the meaning of Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the “Financial Promotion
Order”), (ii) are persons falling within Article 49(2)(a) to (d)
(“high net worth companies, unincorporated associations etc.”) of
the Financial Promotion Order, (iii) are outside the United
Kingdom, or (iv) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of
the Financial Services and Markets Act 2000, as amended (“FSMA”))
in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “relevant
persons”). This document is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this
document relates is available only to relevant persons and will be
engaged in only with relevant persons.
Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will not
be listed on the SIX Swiss Exchange (“SIX”) or on any other stock
exchange or regulated trading facility in Switzerland. This
document has been
prepared without regard to the disclosure standards for issuance
prospectuses under art. 652a or art. 1156 of the Swiss Code of
Obligations or the disclosure standards for listing prospectuses
under art. 27 ff. of the SIX Listing Rules or the listing rules of
any other stock exchange or regulated trading facility in
Switzerland. Neither this document nor any other offering or
marketing material relating to the shares or the offering may be
publicly distributed or otherwise made publicly available in
Switzerland.
Neither this document nor any other offering or marketing material
relating to the offering, the Company, the shares have been or will
be filed with or approved by any Swiss regulatory authority. In
particular, this document will not be filed with, and the offer of
shares will not be supervised by, the Swiss Financial Market
Supervisory Authority FINMA (FINMA), and the offer of shares has
not been and will not be authorized under the Swiss Federal Act on
Collective Investment Schemes (“CISA”). The investor protection
afforded to acquirers of interests in collective investment schemes
under the CISA does not extend to acquirers of shares.
Notice to Prospective Investors in the Dubai International
Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance
with the Offered Securities Rules of the Dubai Financial Services
Authority (“DFSA”). This prospectus supplement is intended for
distribution only to persons of a type specified in the Offered
Securities Rules of the DFSA. It must not be delivered to, or
relied on by, any other person. The DFSA has no responsibility for
reviewing or verifying any documents in connection with Exempt
Offers. The DFSA has not approved this prospectus supplement nor
taken steps to verify the information set forth herein and has no
responsibility for the prospectus supplement. The shares to which
this prospectus supplement relates may be illiquid and/or subject
to restrictions on their resale. Prospective purchasers of the
shares offered should conduct their own due diligence on the
shares. If you do not understand the contents of this prospectus
supplement you should consult an authorized financial
advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or
other disclosure document has been lodged with the Australian
Securities and Investments Commission (“ASIC”), in relation to the
offering. This prospectus does not constitute a prospectus, product
disclosure statement or other disclosure document under the
Corporations Act 2001 (the “Corporations Act”), and does not
purport to include the information required for a prospectus,
product disclosure statement or other disclosure document under the
Corporations Act.
Any offer in Australia of the shares may only be made to persons
(the “Exempt Investors”) who are “sophisticated investors” (within
the meaning of section 708(8) of the Corporations Act),
“professional investors” (within the meaning of section 708(11) of
the Corporations Act) or otherwise pursuant to one or more
exemptions contained in section 708 of the Corporations Act so that
it is lawful to offer the shares without disclosure to investors
under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be
offered for sale in Australia in the period of 12 months after the
date of allotment under the offering, except in circumstances where
disclosure to investors under Chapter 6D of the Corporations Act
would not be required pursuant to an exemption under section 708 of
the Corporations Act or otherwise or where the offer is pursuant to
a disclosure document which complies with Chapter 6D of the
Corporations Act. Any person acquiring shares must observe such
Australian on-sale restrictions.
This prospectus contains general information only and does not take
account of the investment objectives, financial situation or
particular needs of any particular person. It does not contain any
securities recommendations or financial product advice. Before
making an investment decision, investors need to consider whether
the information in this prospectus is appropriate to their needs,
objectives and circumstances, and, if necessary, seek expert advice
on those matters.
Notice to Prospective Investors in Hong Kong
The shares have not been offered or sold and will not be offered or
sold in Hong Kong, by means of any document, other than (a) to
“professional investors” as defined in the Securities and Futures
Ordinance (Cap. 571) of
Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances which do not result in the document being a
“prospectus” as defined in the Companies Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance. No advertisement, invitation or
document relating to the shares has been or may be issued or has
been or may be in the possession of any person for the purposes of
issue, whether in Hong Kong or elsewhere, which is directed at, or
the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to the shares
which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” as defined in the
Securities and Futures Ordinance and any rules made under that
Ordinance.
Notice to Prospective Investors in Japan
The shares have not been and will not be registered under the
Financial Instruments and Exchange Law of Japan (Law No. 25 of
1948, as amended) and, accordingly, will not be offered or sold,
directly or indirectly, in Japan, or for the benefit of any
Japanese Person or to others for re-offering or resale, directly or
indirectly, in Japan or to any Japanese Person, except in
compliance with all applicable laws, regulations and ministerial
guidelines promulgated by relevant Japanese governmental or
regulatory authorities in effect at the relevant time. For the
purposes of this paragraph, “Japanese Person” shall mean any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, the shares were not
offered or sold or caused to be made the subject of an invitation
for subscription or purchase and will not be offered or sold or
caused to be made the subject of an invitation for subscription or
purchase, and this prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the shares, has not been circulated or distributed,
nor will it be circulated or distributed, whether directly or
indirectly, to any person in Singapore other than (i) to an
institutional investor (as defined in Section 4A of the Securities
and Futures Act (Chapter 289) of Singapore, as modified or amended
from time to time (the “SFA”)) pursuant to Section 274 of the SFA,
(ii) to a relevant person (as defined in Section 275(2) of the SFA)
pursuant to Section 275(1) of the SFA, or any person pursuant to
Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275 of the SFA, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the shares are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
a.a
corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor;
or
b.a
trust (where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary of the trust is
an individual who is an accredited investor,
securities or securities-based derivatives contracts (each term as
defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries’ rights and interest (howsoever described) in that
trust shall not be transferred within six months after that
corporation or that trust has acquired the shares pursuant to an
offer made under Section 275 of the SFA except:
a.to
an institutional investor or to a relevant person, or to any person
arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
b.where
no consideration is or will be given for the transfer;
c.where
the transfer is by operation of law; or
d.as
specified in Section 276(7) of the SFA.
Notice to Prospective Investors in Canada
The shares may be sold only to purchasers purchasing, or deemed to
be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are
permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the shares must be made in accordance
with an exemption from, or in a transaction not subject to, the
prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of
Canada may provide a purchaser with remedies for rescission or
damages if prospectus supplement (including any amendment thereto)
contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the
purchaser’s province or territory. The purchaser should refer to
any applicable provisions of the securities legislation of the
purchaser’s province or territory for particulars of these rights
or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction,
section 3A.4) of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the underwriter are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this
offering.
LEGAL MATTERS
The validity of the common stock offered by this prospectus
supplement has been passed upon by Goodwin Procter LLP, Boston,
Massachusetts. Certain legal matters will be passed upon for the
underwriter by Wilmer Cutler Pickering Hale and Dorr LLP, Boston,
Massachusetts.
EXPERTS
The consolidated financial statements of Dynatrace, Inc. as of
March 31, 2022 and 2021 and for each of the three years in the
period ended March 31, 2022 and management’s assessment of the
effectiveness of internal control over financial reporting as of
March 31, 2022 incorporated by reference in this prospectus have
been so incorporated in reliance on the reports of BDO USA, LLP, an
independent registered public accounting firm, incorporated herein
by reference, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at
http://www.sec.gov. Copies of certain information filed by us with
the SEC are also available on our website at www.dynatrace.com. Our
website is not a part of this prospectus supplement and is not
incorporated by reference in this prospectus
supplement.
This prospectus supplement is part of a registration statement we
filed with the SEC. This prospectus supplement omits some
information contained in the registration statement in accordance
with SEC rules and regulations. You should review the information
and exhibits in the registration statement for further information
on us and our consolidated subsidiaries and the securities we are
offering. Statements in this prospectus supplement concerning any
document we filed as an exhibit to the registration statement or
that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to these filings. You
should review the complete document to evaluate these statements.
You can obtain a copy of the registration statement from the SEC at
the address listed above or from the SEC’s website.
INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference much of the
information we file with the SEC, which means that we can disclose
important information to you by referring you to those publicly
available documents. The information that we incorporate by
reference in this prospectus supplement is considered to be part of
this prospectus supplement. Because we are incorporating by
reference future filings with the SEC, this prospectus supplement
is continually updated and those future filings may modify or
supersede some of the information included or incorporated in this
prospectus supplement. This means that you must look at all of the
SEC filings that we incorporate by reference to determine if any of
the statements in this prospectus supplement or in any document
previously incorporated by reference have been modified or
superseded. This prospectus supplement incorporates by reference
the documents listed below (File No. 001-39010) and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act (in each case, other than those documents or the
portions of those documents not deemed to be filed), between the
date of this prospectus supplement and the termination of the
offering of the securities described in this prospectus
supplement:
•our
Annual Report on Form 10-K for the fiscal year ended March 31, 2022
filed with the SEC on May 26, 2022;
•the
information specifically incorporated by reference into our Annual
Report on Form 10-K for the fiscal year ended March 31, 2022 from
our definitive proxy statement on Schedule 14A filed with the SEC
on July 14, 2022;
•our
Quarterly Reports on Form 10-Q for the three months ended June 30,
2022 filed with the SEC on August 30, 2022, for the three months
ended September 30, 2022 filed with the SEC on November 2, 2022 and
for the three months ended December 31, 2022 filed with the SEC on
February 1, 2022;
•our
Current Reports on Form 8-K filed with the SEC on May 18, 2022
(except for Item 2.02), June 3, 2022, July 14, 2022, August 29,
2022, November 2, 2022 (except for Items 2.02 and 7.01), November
21, 2022 and December 5, 2022 (except for Item 7.01);
and
•the
description of our common stock contained in our Annual Report on
Form 10-K for the year ended March 31, 2020 filed with the SEC on
May 27, 2020, including any amendments or reports filed for the
purpose of updating such description.
Documents incorporated by reference are available from us without
charge, excluding all exhibits unless specifically incorporated by
reference as an exhibit to this prospectus supplement and the
applicable prospectus supplement. You may request a copy of these
filings, at no cost, by contacting us, either orally or in writing,
at the following:
Dynatrace, Inc.
1601 Trapelo Road
Suite 116
Waltham, MA 02451
Phone: (781) 530-1000
ir@dynatrace.com
Attn: Investor Relations
You may also access these documents free of charge on the SEC’s
website at www.sec.gov or on our website at www.dynatrace.com. The
information contained in, or that can be accessed through, our
website is not part of this prospectus supplement.
Common Stock
Preferred Stock
Warrants
Units
Debt Securities
By this prospectus, we or any selling stockholder may offer and
sell from time to time, in one or more offerings, common stock,
preferred stock, warrants, units, debt securities or any
combination thereof as described in this prospectus. The warrants
may be convertible into or exercisable or exchangeable for common
stock or preferred stock, the preferred stock may be convertible
into or exchangeable for common stock and the debt securities may
be convertible into or exchangeable for common stock or preferred
stock. You should carefully read this prospectus, any prospectus
supplement and any free writing prospectus, as well as any
documents incorporated in any of the foregoing by reference, before
you invest in any of the securities being offered. This prospectus
may not be used to consummate a sale of any securities unless
accompanied by a prospectus supplement. The prospectus supplement
or any related free writing prospectus may also add to, update,
supplement or clarify information contained in this
prospectus.
Our common stock is traded on the New York Stock Exchange under the
symbol “DT.”
We or any selling stockholder may offer and sell these securities
to or through one or more agents, underwriters, dealers or other
third parties or directly to one or more purchasers on a continuous
or delayed basis. For additional information on the methods of
sale, you should refer to the section entitled “Plan of
Distribution” in this prospectus. If any agents or underwriters are
involved in the sale of any securities with respect to which this
prospectus is being delivered, the names of such agents or
underwriters and any applicable fees, commissions, discounts or
over-allotment options will be set forth in a prospectus
supplement. The price to the public of such securities and the net
proceeds we expect to receive from such sale will also be set forth
in a prospectus supplement. Unless otherwise set forth in a
prospectus supplement, we will not receive any proceeds from the
sale of securities by selling stockholders.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED
UNDER THE HEADING “RISK FACTORS” ON PAGE 5 OF THIS PROSPECTUS
AS WELL AS THOSE CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT
AND ANY RELATED FREE WRITING PROSPECTUS, AND IN THE OTHER DOCUMENTS
THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS OR THE
APPLICABLE PROSPECTUS SUPPLEMENT.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is August 3, 2020.
TABLE OF CONTENTS
We are responsible for the information contained and incorporated
by reference in this prospectus, in any accompanying prospectus
supplement, and in any related free writing prospectus we prepare
or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other
information that others may give you. If you are in a jurisdiction
where offers to sell, or solicitations of offers to purchase, the
securities offered by this documentation are unlawful, or if you
are a person to whom it is unlawful to direct these types of
activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks
only as of the date of this document, unless the information
specifically indicates that another date applies. Our business,
financial condition, results of operations and prospectus may have
changed since those dates.
ABOUT THIS PROSPECTUS
This prospectus is part of an automatic shelf registration
statement that we filed with the Securities and Exchange
Commission, or the SEC, as a “well-known seasoned issuer” as
defined in Rule 405 under the Securities Act of 1933, as
amended, or the Securities Act. Under this shelf registration
process, we and/or selling stockholders may from time to time sell
any combination of the securities described in this prospectus in
one or more offerings. This prospectus only provides you with a
general description of the securities we or any selling stockholder
may offer. Each time we or any selling stockholder offer a type or
series of securities under this prospectus, a prospectus supplement
will be provided that contains more specific information about the
specific terms of the offering. We may also authorize one or more
free writing prospectuses to be provided to you that may contain
material information relating to these offerings. This prospectus
may not be used to sell our securities unless accompanied by a
prospectus supplement. Each such prospectus supplement and any free
writing prospectus that we may authorize to be provided to you may
also add, update or change information contained in this prospectus
or in documents incorporated by reference into this prospectus. We
urge you to carefully read this prospectus, any applicable
prospectus supplement and any related free writing prospectus,
together with the information incorporated herein by reference as
described under the headings “Where You Can Find Additional
Information” and “Incorporation of Certain Information by
Reference” before you invest in any securities.
We have not authorized anyone to provide you with information in
addition to or different from that contained in this prospectus,
any applicable prospectus supplement and any related free writing
prospectus. We and/or the selling stockholders take no
responsibility for, and can provide no assurances as to the
reliability of, any information not contained in this prospectus,
any applicable prospectus supplement or any related free writing
prospectus that we or any selling stockholder may authorize to be
provided to you. This prospectus is an offer to sell only the
securities offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. You should assume that
the information in this prospectus, any applicable prospectus
supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and that any
information incorporated by reference is accurate only as of the
date of the document incorporated by reference, regardless of the
time of delivery of this prospectus, any applicable prospectus
supplement or any related free writing prospectus, or any sale of a
security.
This prospectus contains summaries of certain provisions contained
in some of the documents described herein, but reference is made to
the actual documents for complete information. All of the summaries
are qualified in their entirety by the actual documents. Copies of
some of the documents referred to herein have been filed, will be
filed or will be incorporated by reference as exhibits to the
registration statement of which this prospectus is a part, and you
may obtain copies of those documents as described below under the
heading “Where You Can Find Additional Information.”
Unless the context indicates otherwise, as used in this prospectus,
the terms “Dynatrace,” “the Company,” “we,” “us” and “our” refer to
Dynatrace, Inc. and its consolidated subsidiaries. The term
“Dynatrace®”
refers to our Software Intelligence Platform.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
This prospectus is part of a registration statement that we have
filed with the SEC. Certain information in the registration
statement has been omitted from this prospectus in accordance with
the rules of the SEC. We are subject to the information
requirements of the Securities Exchange Act of 1934 as amended, or
the Exchange Act, and, in accordance therewith, file annual,
quarterly and special reports, proxy statements and other
information with the SEC. These documents may be accessed through
the SEC’s Electronic Data Gathering, Analysis and Retrieval system,
or EDGAR, via electronic means, including the SEC’s home
page on the Internet (www.sec.gov).
We have the authority to designate and issue more than one class or
series of stock having various preferences, conversion and other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption. See
“Description of Securities.” We will furnish a full statement of
the relative rights and preferences of each class or series of our
stock which has been so designated and any restrictions on the
ownership or transfer of our stock to any stockholder upon request
and without charge. Written requests for such copies should be
directed to
Dynatrace, Inc., 1601 Trapelo Road, Suite 116, Waltham, MA 02451,
Attention: Corporate Secretary, or by telephone request to (781)
530-1000.
Our website is located at
www.dynatrace.com.
Information contained on our website is not incorporated by
reference into this prospectus and, therefore, is not part of this
prospectus or any accompanying prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference much of the
information we file with the SEC, which means that we can disclose
important information to you by referring you to those publicly
available documents. The information that we incorporate by
reference in this prospectus is considered to be part of this
prospectus. Because we are incorporating by reference future
filings with the SEC, this prospectus is continually updated and
those future filings may modify or supersede some of the
information included or incorporated in this prospectus. This means
that you must look at all of the SEC filings that we incorporate by
reference to determine if any of the statements in this prospectus
or in any document previously incorporated by reference have been
modified or superseded. This prospectus incorporates by reference
the documents listed below (File No. 001-39010) and any future
filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act (in each case, other than those documents
or the portions of those documents not deemed to be filed) between
the date of this prospectus and the termination of this
offering:
•our
Annual Report on Form 10-K for the year ended March 31, 2020, filed
with the SEC on May 27, 2020;
•our
Quarterly Report on Form 10-Q for the three months ended June 30,
2020 filed with the SEC on July 30, 2020;
•the
description of our common stock contained in our registration
statement on Form S-1, which was filed with the SEC on June 1,
2020, including any amendment or report filed for the purpose of
updating such description; and
•the
information specifically incorporated by reference into our Annual
Report on Form 10-K for the year ended March 31, 2020 from our
definitive proxy statement on Schedule 14A (other than information
furnished rather than filed), which was filed with the SEC on July
15, 2020.
Documents incorporated by reference are available from us without
charge, excluding all exhibits unless specifically incorporated by
reference as an exhibit to this prospectus and the applicable
prospectus supplement. You may request a copy of these filings, at
no cost, by contacting us, either orally or in writing, at the
following:
Dynatrace, Inc.
1601 Trapelo Road
Suite 116
Waltham, MA 02451
Phone: (781) 530-1000
ir@dynatrace.com
Attn: Investor Relations
You may also access these documents free of charge on the SEC’s
website at
www.sec.gov
or on our website at
www.dynatrace.com.
The information contained in, or that can be accessed through, our
website is not part of this prospectus.
This prospectus is part of a registration statement we filed with
the SEC. We have incorporated exhibits into this registration
statement. You should read the exhibits carefully for provisions
that may be important to you.
We have not authorized anyone to provide you with information other
than what is incorporated by reference or provided in this
prospectus or any prospectus supplement. We are not making an offer
of these securities in any state or jurisdiction where the offer is
not permitted. You should not assume that the information in this
prospectus or in the documents incorporated by reference is
accurate as of any date other than the date on the front of this
prospectus or those documents.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement, any related
free writing prospectus, and the information incorporated by
reference herein and therein contain statements that are not
historical facts and are considered forward-looking within the
meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. These forward-looking
statements contain projections of our future results of operations
or of our financial position or state other forward-looking
information. In some cases, you can identify these statements by
forward-looking words such as “may,” “will,” “could,” “should,”
“would,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,” or the
negative of such words or other similar words or phrases. We
believe that it is important to communicate our future expectations
to our investors. However, there may be events in the future that
we are not able to accurately predict or control and that may cause
our actual results to differ materially from the expectations we
describe in our forward-looking statements.
These forward-looking statements are neither promises nor
guarantees of future performance due to a variety of risks and
uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those indicated by
these forward-looking statements, including, without limitation the
risk factors and cautionary statements described in other documents
that we file from time to time with the SEC, specifically under
“Item 1A: Risk Factors” and elsewhere in our most recent Annual
Report on Form 10-K for the year ended March 31,
2020, our Quarterly Report on Form 10-Q for the period ended June
30, 2020, and our Current Reports on Form 8-K, and the
section of any accompanying prospectus supplement entitled “Risk
Factors.”
Given these uncertainties, you should not place undue reliance on
these forward-looking statements. These forward-looking statements
speak only as of the date on which the statements were made and are
not guarantees of future performance. Except as may be required by
applicable law, we do not undertake or intend to update any
forward-looking statements after the date of this prospectus or the
respective dates of documents incorporated by reference herein that
include forward-looking statements.
RISK FACTORS
Investing in our securities involves a high degree of risk. You
should carefully consider the risks described in the documents
incorporated by reference in this prospectus and any prospectus
supplement, as well as other information we include or incorporate
by reference into this prospectus and any applicable prospectus
supplement, before making an investment decision. Our business,
financial condition or results of operations could be materially
adversely affected by the materialization of any of these risks.
The trading price of our securities could decline due to the
materialization of any of these risks, and you may lose all or part
of your investment. This prospectus and the documents incorporated
herein by reference also contain forward-looking statements that
involve risks and uncertainties. Actual results could differ
materially from those anticipated in these forward-looking
statements as a result of certain factors, including the risks
described in the documents incorporated herein by reference,
including (i) our most recent Annual Report on Form 10-K,
which is on file with the SEC and is incorporated herein by
reference, (ii) our most recent Quarterly Reports on Form 10-Q,
which are on file with the SEC and are incorporated herein by
reference, and (iii) other documents we file with the SEC that are
deemed incorporated by reference into this prospectus.
ABOUT THE COMPANY
We offer the market-leading software intelligence platform,
purpose-built for dynamic multi-cloud environments. As enterprises
embrace the cloud to effect their digital transformation, our
all-in-one intelligence platform is designed to address the growing
complexity faced by technology and digital business teams. Our
platform utilizes artificial intelligence at its core and
continuous automation to provide answers, not just data, about the
performance of applications, the underlying hybrid cloud
infrastructure, and the experience of our customers’ users. We
designed our software intelligence platform to allow our customers
to modernize and automate IT operations, develop and release high
quality software faster, and improve user experiences for better
business outcomes.
Our principal executive offices are located at
1601 Trapelo Road, Suite 116, Waltham, MA 02451.
Our Internet address is
www.dynatrace.com.
The information on, or that can be accessed through, our website
does not constitute part of this prospectus, and you should not
rely on any such information in making the decision whether to
purchase our common stock. Our common stock trades on the New York
Stock Exchange under the symbol “DT.”
SELLING STOCKHOLDERS
Selling stockholders are persons or entities that, directly or
indirectly, have acquired or will from time to time acquire from
us, our securities. Such selling stockholders may be parties to
registration rights agreements with us, or we otherwise may have
agreed or will agree to register their securities for resale. The
initial purchasers of our securities, as well as their transferees,
pledges, donees or successors, all of whom we refer to as “selling
stockholders,” may from time to time offer and sell our securities
pursuant to this prospectus and any applicable prospectus
supplement.
The applicable prospectus supplement will set forth the name of
each of the selling stockholders and the number of securities
beneficially owned by such selling stockholder that are covered by
such prospectus supplement. The applicable prospectus supplement
will also disclose whether any of the selling stockholders has held
any position or office with, has been employed by or otherwise has
had a material relationship with us during the three years prior to
the date of the applicable prospectus supplement.
DESCRIPTION OF SECURITIES
We may offer shares of our common stock and preferred stock,
various series of warrants to purchase common stock or preferred
stock, debt securities, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible debt, or
any combination thereof from time to time in one or more offerings
under this prospectus at prices and on terms to be determined at
the time of any offering. This prospectus provides you with a
general description of the securities we may offer. Each time we
offer a type or series of securities under this prospectus, we will
provide a prospectus supplement and/or free writing prospectus that
will describe the specific amounts, prices and other important
terms of the securities.
Common Stock. We
may issue and/or sell, as applicable, shares of our common stock
from time to time. Holders of shares of our common stock are
entitled to one vote for each share held of record on all matters
to be voted on by stockholders and do not have cumulative voting
rights. Subject to the preferences that may be applicable to any
then-outstanding preferred stock, the holders of our outstanding
shares of common stock are entitled to receive dividends, if any,
as may be declared from time to time by our board of directors out
of legally available funds. In the event of our liquidation,
dissolution or winding up, holders of our common stock will be
entitled to share ratably in the net assets legally available for
distribution to stockholders after the payment of all of our debts
and other liabilities, subject to the satisfaction of any
liquidation preference granted to the holders of any outstanding
shares of preferred stock.
Preferred Stock. We
may issue shares of our preferred stock from time to time, in one
or more series. Our board of directors will determine the rights,
preferences and privileges of the shares of each wholly unissued
series, and any qualifications, limitations or restrictions
thereon, including dividend rights, conversion rights, preemptive
rights, terms of redemption or repurchase, liquidation preferences,
sinking fund terms and the number of shares constituting any series
or the designation of any series. Convertible preferred stock will
be convertible into our common stock or exchangeable for other
securities. Conversion may be mandatory or at the holder’s option
and would be at prescribed conversion rates.
If we sell any series of preferred stock under this prospectus, we
will fix the rights, preferences and privileges of the preferred
stock of such series, as well as any qualifications, limitations or
restrictions thereon, in the certificate of designation relating to
that series. We will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of
any certificate of designation that describes the terms of the
series of preferred stock we are offering before the issuance of
that series of preferred stock. We urge you to read the applicable
prospectus supplement and any free writing prospectus that we may
authorize to be provided to you related to the series of preferred
stock being offered, as well as the complete certificate of
designation that contains the terms of the applicable series of
preferred stock.
Warrants. We
may issue warrants for the purchase of common stock and/or
preferred stock in one or more series. We may issue warrants
independently or together with common stock and/or preferred stock,
and the warrants may be attached to or separate from these
securities. We urge you to read the applicable prospectus
supplement and any free writing prospectus that we may authorize to
be provided to you related to the particular series of warrants
being offered, as well as the complete warrant agreements and
warrant certificates that contain the terms of the warrants. Forms
of the warrant agreements and forms of warrant certificates
containing the terms of the warrants being offered will be filed as
exhibits to the registration statement of which this prospectus is
a part or will be incorporated by reference from reports that we
file with the SEC.
We will evidence each series of warrants by warrant certificates
that we will issue. Warrants may be issued under an applicable
warrant agreement that we enter into with a warrant agent. We will
indicate the name and address of the warrant agent, if applicable,
in the prospectus supplement relating to the particular series of
warrants being offered.
Units. We
may issue, in one or more series, units consisting of common stock,
preferred stock, and/or warrants for the purchase of common stock
and/or preferred stock in any combination. We urge you to read the
applicable prospectus supplement and any free writing prospectus
that we may authorize to be provided to you related to the series
of units being offered, as well as the complete unit agreement that
contains the terms of the
units. We will file as exhibits to the registration statement of
which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of unit agreement
and any supplemental agreements that describe the terms of the
series of units we are offering before the issuance of the related
series of units.
We will evidence each series of units by unit certificates that we
will issue. Units may be issued under a unit agreement that we
enter into with a unit agent. We will indicate the name and address
of the unit agent, if applicable, in the prospectus supplement
relating to the particular series of units being
offered.
Debt Securities. We
may issue debt securities, in one or more series, as either senior
or subordinated debt or as senior or subordinated convertible debt.
In this prospectus, we have summarized certain general features of
the debt securities. We urge you, however, to read the applicable
prospectus supplement and any free writing prospectus that we may
authorize to be provided to you related to the particular series of
debt securities being offered, as well as the complete indenture
that contains the terms of the debt securities. We will file as
exhibits to the registration statement of which this prospectus is
a part, the form of indenture and any supplemental agreements that
describe the terms of the series of debt securities we are offering
before the issuance of the related series of debt
securities.
We may evidence each series of debt securities we will issue by an
indenture that we enter into with a trustee. We will indicate the
name and address of the trustee, if applicable, in the prospectus
supplement relating to the particular series of debt securities
being offered.
USE OF PROCEEDS
Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to
you, the net proceeds received by us from our sale of the
securities described in this prospectus will be added to our
general funds and will be used for our general corporate purposes.
From time to time, we may engage in additional public or private
financings of a character and amount which we may deem appropriate.
Unless otherwise set forth in a prospectus supplement, we will not
receive any proceeds from the sale of securities by any selling
stockholder.
PLAN OF DISTRIBUTION
We and/or any selling stockholders may sell
securities:
•through
underwriters;
•on
any national securities exchange or quotation service on which the
securities may be listed or quoted at the time of
sale;
•in
the over-the-counter market;
•in
transactions other than on these exchanges or systems or in the
over-the-counter market;
•through
dealers;
•through
agents;
•directly
to purchasers;
•in
privately negotiated transactions;
•in
an exchange distribution in accordance with the rules of the
applicable exchange;
•in
an “at the market offering”, within the meaning of Rule 415(a)(4)
of the Securities Act; or
•through
a combination of any of these methods or any other method permitted
by law.
We will identify the specific plan of distribution, including any
underwriters, dealers, agents or direct purchasers and their
compensation in the applicable prospectus supplement.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement,
the validity of the securities being offered by this prospectus
will be passed upon by Goodwin Procter LLP, Boston, Massachusetts.
Any underwriters will also be advised about the validity of the
securities and other legal matters by their own counsel, which will
be named in the prospectus supplement.
EXPERTS
The
consolidated financial statements of Dynatrace, Inc. as of March
31, 2020 and 2019 and for each of the three years in the period
ended March 31, 2020 incorporated by reference in this prospectus
have been so incorporated in reliance on the report of BDO USA,
LLP, an independent registered public accounting firm, incorporated
herein by reference, given on the authority of said firm as experts
in auditing and accounting.
15,000,000 Shares
Common Stock
BofA Securities
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