JWCA acts as sole placement agent for Fastly on its $150 million convertible refinancing
December 2024 | read press release
Transaction Background
Fastly (the “Company”) successfully raised $150mm in a private convertible offering to refinance a meaningful portion of its outstanding convertible due 2026
Fastly’s objectives for the refinancing transaction included:
Addressing financing overhang before it became a current liability
Extend maturity into a new 3.5yr maturity at a discount to par
Reduce/eliminate stock price risk as part of the refinancing, while also mitigating potential dilutive impact
Minimize transaction and friction costs while also achieving competitive new issue terms
JWCA acted as sole private placement agent for the transaction, providing the following support for the Company:
Designed a private placement process that eliminated stock price risk, capitalized on stock price performance and drove competitive terms in a new convertible
Advised on refinancing tactics and investor negotiations
Advised on dilution mitigation strategies including derivative overlay, share repurchase and convertible structure alternatives
Assisted the Company with economic analyses of alternatives, accounting and tax analysis
Results
The Company executed a successful refinancing transaction for its 0.00% convertible notes due 2026:
Fastly extended the maturity of outstanding notes by refinancing ~$158mm of 2026 notes for $150mm new convertible notes due 2028
Fastly addressed nearly 50% of the outstanding ~$346mm convertible, reducing liability overhang
Fastly achieved a 100% conversion premium, which is 45% higher than the highest conversion premium achieved in a marketed convertible deal in 2024
Fastly avoided stock price risk and priced at a 6-month high in stock price performance as the refinancing was executed over a confidential marketing process and priced overnight with existing convertible investors on a day when the stock was up +16%
J. Wood Capital purchased FSLY stock to help facilitate the transaction