NOW ServiceNow, Inc.
Price Chart
Executive Summary
ServiceNow issued $4.0 billion in senior unsecured notes across five tranches (2028-2056) under a new indenture, with proceeds likely for general corporate purposes including potential M&A, buybacks, or capex. The debt adds significant leverage to a $93.3B market cap company, increasing annual interest expense by ~$200M, but the company maintains investment-grade flexibility with no financial maintenance covenants.
Key Financial Metrics
Actionable Insight
Monitor ServiceNow's use of proceeds in upcoming earnings calls — debt-funded M&A or buybacks could shift equity risk profile. The 2056 6.300% tranche offers a 30-year duration play for yield-oriented accounts; watch for any ratings agency actions given the $4B debt step-up. The 15% of CNTA lien basket provides ample secured-debt capacity without triggering noteholder protections.
Key Facts
- Issued $4.0B aggregate principal across five tranches: $750M 4.250% Notes due 2028, $600M 4.700% Notes due 2031, $650M 5.050% Notes due 2033, $1.25B 5.400% Notes due 2036, $750M 6.300% Notes due 2056
- Notes are senior unsecured obligations ranking equally with existing and future senior unsecured debt
- Underwriting agreement dated May 12, 2026 with Barclays, Citigroup, J.P. Morgan, and Wells Fargo as representatives
- Notes redeemable at make-whole premiums ranging from T+10bps (2028) to T+25bps (2056) prior to par call dates
- Change of control repurchase event triggers 101% put option if both change of control and ratings downgrade to below investment grade occur
- Limitation on liens covenant caps secured debt plus sale-leaseback attributable debt at 15% of Consolidated Net Tangible Assets
- No financial maintenance covenants; events of default are payment-based, covenant-based (60-day cure), and bankruptcy-based
Financial Impact
$4.0 billion in new senior unsecured debt issued; annual interest expense approximately $199.5 million based on stated coupon rates
Risk Factors
- Increased leverage from $4.0B debt issuance could pressure credit ratings if not offset by EBITDA growth
- Make-whole redemption premiums limit near-term refinancing optionality for the longer-dated tranches
- Change of control put at 101% only triggers with concurrent ratings downgrade to below investment grade — a change of control alone does not trigger the put
- Additional notes may be issued in unlimited amounts without holder consent, potentially diluting existing noteholders' recovery prospects
Market Snapshot
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-226644 |
| Document: d60522dex42.htm | 0001193125-26-226644 |
| Document: d60522dex11.htm | 0001193125-26-226644 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
|
Jun 10, 2026
today
|
ANALYST-DOWNGRADE
| $87.90 awaiting T+5 | awaiting T+5 | — | $114.19 (+29.91%) |
|
May 31, 2026
9d ago
|
ANALYST-UPGRADE
| $156.22 $153.95 | ▼ −1.46% | ▼ −2.79% | $114.19 (−26.91%) |
|
May 19, 2026
22d ago
|
Insider Cluster
| $101.66 $103.15 | ▲ +1.47% | ▼ −0.77% | $114.19 (+12.33%) |
|
May 19, 2026
22d ago
|
Insider Cluster
| $101.66 $102.00 | ▲ +0.33% | ▼ −1.96% | $114.19 (+12.33%) |
|
May 15, 2026
25d ago
|
8-K
| $103.21 $99.73 | ▼ −3.37% | ▼ −4.99% | $114.19 (+10.64%) |
|
May 11, 2026
29d ago
|
DEFA14A
| $91.32 $103.21 | ▲ +13.02% | ▲ +13.11% | $114.19 (+25.05%) |
|
May 10, 2026
4w ago
|
ANALYST-DOWNGRADE
| $82.80 $96.49 | ▼ −16.53% | ▼ −12.03% | $114.19 (−37.91%) |
|
May 1, 2026
5w ago
|
ANALYST-UPGRADE
| $156.22 $153.95 | ▼ −1.46% | ▼ −2.79% | $114.19 (−26.91%) |
|
Apr 22, 2026
6w ago
|
8-K
| $84.75 $88.89 | ▲ +4.89% | ▲ +3.41% | $114.19 (+34.74%) |
|
Feb 23, 2026
15w ago
|
Insider Cluster
| $100.52 $109.24 | ▲ +8.68% | ▲ +8.06% | $114.19 (+13.60%) |
US Market Status
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