Fastly Announces Repurchase of 0% Convertible Senior Notes Due 2026
26 Maio 2022 - 10:06AM
Business Wire
Fastly, Inc. (NYSE: FSLY), the world’s fastest edge cloud
platform, today announced that it has entered into separate,
privately negotiated transactions (the “Agreements”) with certain
holders of its outstanding 0% Convertible Senior Notes due 2026
(the “Notes”) to repurchase (the “Repurchases”) approximately
$235.0 million aggregate principal amount of the Notes for an
aggregate cash repurchase price of approximately $176.2 million.
The final aggregate cash repurchase price will be determined based
on the sum of (i) approximately $176.2 million based on Fastly’s
May 23, 2022 closing stock price of $11.85 per share of Class A
common stock (the “common stock”) and (ii) an amount (which may be
positive or negative) based in part on the daily volume-weighted
average price per share of the common stock during a one-trading
day pricing period following the execution of the Agreements. The
actual amount of cash paid in the Repurchases could vary from the
estimated aggregate repurchase price depending on changes in the
trading price of the common stock during the measurement period.
The Repurchases are expected to close on May 31, 2022, subject to
customary closing conditions. Following the closing of the
Repurchases, Fastly intends to cancel the repurchased Notes and,
after such cancellation of repurchased Notes, approximately $713.8
million aggregate principal amounts of Notes will remain
outstanding. The Repurchases could affect the market price of the
common stock.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which the 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 is upgrading the internet experience to give people and
organizations more control, faster content, and more dynamic
applications. By combining the world’s fastest global edge cloud
network with powerful software, Fastly helps customers develop,
deliver, and secure modern distributed applications and compelling
digital experiences. Fastly’s customers include many of the world’s
most prominent companies, including Pinterest, The New York Times,
and GitHub. For more information on our mission and products, visit
https://www.fastly.com/.
Forward-Looking Statements
This press release contains “forward-looking” statements that
are based on our beliefs and assumptions and on information
currently available to us on the date of this press release.
Forward-looking statements may involve known and unknown risks,
uncertainties, and other factors that may cause our actual results,
performance, or achievements to be materially different from those
expressed or implied by the forward-looking statements. These
statements include, but are not limited to, statements related to
the amount of Notes to be repurchased, the ability to complete the
Repurchases on the timeline described herein or at all, the
ultimate cash purchase price for the Repurchases, and the impact of
the Repurchases on the market price of the common stock. Among the
factors that could cause actual results to differ materially from
those indicated in the forward-looking statements are: changes in
the price of the common stock and changes in the convertible note
and other capital markets. Except as required by law, we assume no
obligation to update these forward-looking statements publicly or
to update the reasons actual results could differ materially from
those anticipated in the forward-looking statements, even if new
information becomes available in the future. Important factors that
could cause our actual results to differ materially are detailed
from time to time in the reports Fastly files with the Securities
and Exchange Commission (“SEC”), including without limitation
Fastly’s Annual Report on Form 10-K for the year ended December 31,
2021 and our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2022. Copies of reports filed with the SEC are posted on
Fastly’s website and are available from Fastly without charge.
Source: Fastly, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20220525006087/en/
Investor Contact: Vernon Essi, Jr. ir@fastly.com
Media Contact: press@fastly.com
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