SentinelOne’s IPO and Concurrent Private Placement

Fenwick & West LLP advised SentinelOne on the deal, while Latham & Watkins LLP represents the underwriters.

SentinelOne, an autonomous cybersecurity platform company, announced its initial public offering of 40,250,000 shares of its Class A common stock at a public offering price of $35 per share, including the full exercise of the underwriters’ over-allotment option.

In addition to the shares sold in the public offering, SentinelOne closed the concurrent sale of 1,428,568 shares of its Class A common stock to certain of its existing stockholders, at the public offering price of $35 per share, in a private placement. The sale of these shares was not registered under the Securities Act of 1933, as amended.

Morgan Stanley and Goldman Sachs & Co. LLC acted as lead book-running managers and representatives of the underwriters for the offering. BofA Securities, Barclays Capital Inc. and Wells Fargo Securities acted as active book-running managers for the offering. UBS Investment Bank, Jefferies LLC and Deutsche Bank Securities Inc. acted as passive book-running managers for the proposed offering. Piper Sandler, BTIG, Cowen, Needham & Company, LLC, Loop Capital Markets LLC, Drexel Hamilton and R. Seelaus & Co., LLC acted as co-managers for the offering.

The shares began trading on the New York Stock Exchange on June 30, 2021, under the ticker symbol “S.”

The Fenwick transaction team included corporate partners Ran Ben-Tzur (Picture), David Bell, Cynthia Hess and Steven Levine, senior corporate attorney Henry Pruitt and associates Lailey Rezai, Darius Alam, Sullivan Berthier and Justin Kelley; executive compensation and employee benefits partner Marshall Mort and associates Corinne Nhaissi, Christophe Delrieu and Emily Gulyako; securities litigation partner Jay Pomerantz and associate Vincent Barredo; privacy and cybersecurity partner Jim Koenig and director Jim Gregoire; and tax partner William Skinner.

Latham & Watkins LLP represented the underwriters in the offering with a capital markets team led by Bay Area partners Rick Kline and Brian Paulson, with Bay Area associates Tess Bloom, Zuzanna Gruca, and Meiran Yin. Advice was also provided on data privacy and security matters by Bay Area partner Michael Rubin and London partner Fiona Maclean, with Boston associates Deborah Hinck and Kiara Vaughn and London associate Jane Bentham; on intellectual property matters by Bay Area partner Michelle Gross, with Los Angeles associate Heather Lui; on tax matters by Bay Area partner Grace Lee, with Bay Area associate Derek Berry; on benefits and compensation matters by Bay Area partner Ashley Wagner; on export controls matters by Washington, D.C. partner Eric Volkman, with Washington, D.C. associate Allison Hugi; on litigation diligence matters by Bay Area partners Matt Rawlinson and Doug Lumish; and on FINRA matters by New York corporate attorney Marta Talarek.

Involved fees earner: Darius Alam – Fenwick & West LLP; Vincent Barredo – Fenwick & West LLP; David Bell – Fenwick & West LLP; Ran Ben-Tzur – Fenwick & West LLP; Sullivan Berthier – Fenwick & West LLP; Cynthia Clarfield Hess – Fenwick & West LLP; Christophe Delrieu – Fenwick & West LLP; James Gregoire – Fenwick & West LLP; Emily Gulyako – Fenwick & West LLP; Justin Kelley – Fenwick & West LLP; James Koenig – Fenwick & West LLP; Steven Levine – Fenwick & West LLP; Marshall Mort – Fenwick & West LLP; Corinne Nhaissi – Fenwick & West LLP; Jay Pomerantz – Fenwick & West LLP; Lailey Rezai – Fenwick & West LLP; William Skinner – Fenwick & West LLP; Jane Bentham – Latham & Watkins; Derek Berry – Latham & Watkins; Theresa Bloom – Latham & Watkins; Zuzanna Gruca – Latham & Watkins; Deborah Hinck – Latham & Watkins; Allison Hugi – Latham & Watkins; Rick Kline – Latham & Watkins; Grace Lee – Latham & Watkins; Heather Lui – Latham & Watkins; Douglas Lumish – Latham & Watkins; Fiona Maclean – Latham & Watkins; Michelle Gross – Latham & Watkins; Brian Paulson – Latham & Watkins; Matthew Rawlinson – Latham & Watkins; Michael Rubin – Latham & Watkins; Marta Talarek – Latham & Watkins; Kiara Vaughn – Latham & Watkins; Eric Volkman – Latham & Watkins; Ashley Wagner – Latham & Watkins; Meiran Yin – Latham & Watkins;

Law Firms: Fenwick & West LLP; Latham & Watkins;

Clients: Bank of America Securities; Barclays Capital ; BTIG, LLC; Cowen and Company; Deutsche Bank Securities; Drexel Hamilton; Goldman Sachs & Co.; Jefferies; Loop Capital Markets; Morgan Stanley; Needham & Company; Piper Sandler; R. Seelaus & Co.; SentinelOne; UBS Investment Bank; Wells Fargo Securities;

Martina Bellini

Author: Martina Bellini