Fastly Announces Closing of Initial Purchasers’ Option to Purchase Additional Convertible Senior Notes

Fastly, Inc. (NYSE: FSLY), announced today that it has issued an additional $123.75 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (the “notes”), for net proceeds of approximately $121.30 million, pursuant to the exercise in full of the initial purchasers’ option in connection with the company’s previously announced private placement (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). After giving effect to the full exercise of the option, the total aggregate principal amount of notes sold by Fastly in the offering was $948.75 million and net proceeds were approximately $929.10 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Fastly.

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 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.