Fastly Prices $825 Million 0% Convertible Senior Notes Offering (up 45% Conversion Premium)
02 Marzo 2021 - 11:32PM
Business Wire
Fastly, Inc. (NYSE: FSLY), announced today the pricing of $825
million aggregate principal amount of 0% Convertible Senior Notes
due 2026 (the “notes”) in a private placement (the “offering”) to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Fastly
has increased the size of the offering from $750 million to $825
million (or $948.75 million if the initial purchasers’ option to
purchase additional notes is exercised in full as described in
following paragraph).
Fastly has also granted the initial purchasers of the notes an
option to purchase, within a 13-day period beginning on, and
including, the date on which the notes are first issued, up to an
additional $123.75 million aggregate principal amount of notes from
Fastly. The sale of the notes is expected to close on March 5,
2021, subject to customary closing conditions.
The notes will be general unsecured obligations of Fastly and
will not bear regular interest, and the principal amount of the
notes will not accrete. The notes will mature on March 15, 2026,
unless earlier converted, redeemed or repurchased.
Fastly estimates that the net proceeds from the offering to
Fastly will be approximately $807.8 million (or approximately
$929.1 million if the initial purchasers exercise their option to
purchase additional notes in full) after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses payable by Fastly. Fastly expects to use the net proceeds
from this offering for working capital and other general corporate
purposes. Fastly may also use a portion of the net proceeds from
this offering for acquisitions or strategic investments in
complementary businesses or technologies. Fastly does not currently
have any plans for any such acquisitions or investments.
Additional Details for the 0% Convertible Senior Notes due
2026
The notes will be convertible at the option of the holders in
certain circumstances. Upon conversion, Fastly will pay or deliver,
as the case may be, cash, shares of Fastly’s Class A common stock
(the “common stock”) or a combination of cash and shares of common
stock, at its election. The initial conversion rate is 9.7272
shares of Fastly’s common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of approximately
$102.80 per share of Fastly’s common stock, which represents a
conversion premium of approximately 45% to the last reported sale
price of Fastly’s common stock on The New York Stock Exchange on
March 2, 2021), and will be subject to customary anti-dilution
adjustments.
Fastly may not redeem the notes prior to March 20, 2024. Fastly
may redeem for cash all or any portion of the notes, at its option,
on or after March 20, 2024 if the last reported sale price of
Fastly’s common stock has been at least 130% of the conversion
price then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
Fastly provides notice of redemption at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid special interest, if any, to, but excluding, the
redemption date.
If Fastly undergoes a “fundamental change,” subject to certain
conditions and limited exceptions, holders may require Fastly to
repurchase for cash all or any portion of their notes at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the fundamental change repurchase date. In addition,
following certain corporate events that occur prior to the maturity
date of the notes or if Fastly delivers a notice of redemption in
respect of some or all of the notes, Fastly will, in certain
circumstances, increase the conversion rate of the notes for a
holder who elects to convert its notes in connection with such a
corporate event or convert its notes called (or deemed called) for
redemption during the related redemption period, as the case may
be.
The notes and any shares of common stock issuable upon
conversion of the notes have not been and will not be registered
under the Securities Act, any state securities laws or the
securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
About Fastly
Fastly (NYSE: FSLY) helps people stay better connected with the
things they love. Fastly’s edge cloud platform enables customers to
create great digital experiences quickly, securely, and reliably by
processing, serving, and securing our customers’ applications as
close to their end-users as possible — at the edge of the Internet.
The platform is designed to take advantage of the modern internet,
to be programmable, and to support agile software development.
Fastly’s customers include many of the world’s most prominent
companies, including Pinterest, The New York Times, and GitHub.
Forward-Looking Statements
This press release contains “forward-looking” statements that
involve risks and uncertainties, including statements concerning
the completion of the proposed offering of the notes and the
anticipated use of proceeds from the offering. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual events to differ materially from
Fastly’s plans. These risks include, but are not limited to, market
risks, trends and conditions, and those risks included in the
section titled “Risk Factors” in Fastly’s Securities and Exchange
Commission (“SEC”) filings and reports, including its Annual Report
on Form 10-K for the year ended December 31, 2020 and other filings
that Fastly makes from time to time with the SEC, which are
available on the SEC’s website at www.sec.gov. All forward-looking
statements contained in this press release speak only as of the
date on which they were made. Fastly undertakes no obligation to
update such statements to reflect events that occur or
circumstances that exist after the date on which they were
made.
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Investor Contact: ir@fastly.com Media Contact:
press@fastly.com
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