Akamai Announces Pricing of Upsized Offering of Convertible Senior Notes

Core Viewpoint - Akamai Technologies, Inc. has announced a private offering of $1.5 billion in convertible senior notes due 2033, which was upsized from a previously announced$1.35 billion offering [1][3] Group 1: Offering Details - The notes will be senior unsecured obligations, maturing on May 15, 2033, with an interest rate of 0.25% per year, payable semiannually starting November 15, 2025 [2] - The initial conversion rate is set at 10.7513 shares per $1,000 principal amount, equating to an initial conversion price of approximately$93.01 per share, representing a 20% premium over the closing price of $77.51 on May 14, 2025 [2] Group 2: Use of Proceeds - Akamai estimates net proceeds from the offering to be approximately$1,479.1 million, or $1,701.3 million if the option for additional notes is fully exercised [3] - The company plans to use about$250 million to repay borrowings under its revolving credit facility and a portion of its $1.15 billion convertible senior notes due 2027 [4] - Approximately$239.1 million will be allocated to cover costs related to convertible note hedge transactions [5] - Akamai intends to repurchase approximately $300 million of its common stock at a price of$77.51 per share from purchasers of the notes [6] Group 3: Repurchase and Conversion Terms - Holders can require Akamai to repurchase their notes for cash on May 15, 2031, if the stock price is below the conversion price [7] - In the event of a fundamental change, holders may also require repurchase at a price equal to 100% of the principal amount plus accrued interest [7] Group 4: Hedge Transactions - Akamai has entered into convertible note hedge and warrant transactions to mitigate potential dilution from the notes [8] - The hedge transactions will cover the same number of shares underlying the notes, and the warrants could have a dilutive effect if the market price exceeds the strike price [8] Group 5: Market Impact - The Option Counterparties may engage in purchasing shares or entering derivative transactions, which could influence the market price of Akamai's common stock and the notes [9]