Akamai Technologies, Inc. has announced the pricing of an upsized offering of convertible senior notes due 2033, with an aggregate principal amount of $1.5 billion. This offering was increased from the previously announced $1.35 billion. The notes will bear interest at a rate of 0.25% per year and will be convertible under certain circumstances.
The initial conversion price represents a premium of approximately 20% to the closing price of Akamai’s common stock on May 14, 2025. The company estimates that the net proceeds from this offering will be approximately $1.4791 billion, or approximately $1.7013 billion if the initial purchasers exercise their option to purchase additional notes in full.
Akamai intends to use the net proceeds to repay borrowings outstanding under its credit facility and to repurchase a portion of its outstanding convertible senior notes due 2027. Additionally, the company plans to pay for the cost of the convertible note hedge transactions and to repurchase shares of its common stock from purchasers of the notes in privately-negotiated transactions.
Holders of the notes may require Akamai to repurchase all or any portion of their notes on May 15, 2031, if the last reported sale price of Akamai’s common stock is less than the conversion price. Furthermore, in the event of a fundamental change, holders may require the company to repurchase their notes at a fundamental change repurchase price.
In connection with the pricing of the notes, Akamai entered into convertible note hedge transactions and warrant transactions with the option counterparties. The company expects the convertible note hedge transactions to reduce potential dilution with respect to its common stock upon conversion of the notes.
This press release is being issued pursuant to rule 135c under the securities act and shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities. As a result of these announcements, the company's shares have moved -1.81% on the market, and are now trading at a price of $77.51. Check out the company's full 8-K submission here.