Fastly, Inc. (FSLY) Announces Proposed Private Placement of $750 Million of Convertible Senior Notes

March 2, 2021 7:21 AM EST

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Fastly, Inc. (NYSE: FSLY) (“Fastly”) today announced that it intends to offer, subject to market conditions and other factors, $750 million aggregate principal amount of 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 also intends to grant 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 $112.5 million aggregate principal amount of notes.

The notes will be general unsecured obligations of Fastly and will accrue interest payable semiannually in arrears. Upon conversion, Fastly will pay cash 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 common stock, at its election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

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.

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.



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