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Published on 3/3/2021 in the Prospect News Convertibles Daily.

New Issue: Fastly prices upsized $825 million five-year convertible notes to yield 0%, up 45%

By Abigail W. Adams

Portland, Me., March 3 – Fastly Inc. priced an upsized $825 million of five-year convertible notes after the market close on Tuesday at par with a coupon of 0% and an initial conversion premium of 45%, according to a market source.

Pricing came at the rich end of talk for a coupon of 0% to 0.25% and at the cheap end of talk for an initial conversion premium of 45% to 50%, according to a market source.

Morgan Stanley & Co. LLC is lead left bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $123.75 million.

The initial size of the offering was $750 million with a greenshoe of $112.5 million.

The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash, shares or a combination of both at the company’s option.

Net proceeds are expected to be $807.8 million or will be $929.1 million if the greenshoe is exercised in full.

Proceeds will be used for general corporate purposes, which may include acquisitions or strategic investments.

Fastly is a San Francisco-based cloud computing services provider.

Issuer:Fastly Inc.
Securities:Convertible senior notes
Amount:$825 million
Greenshoe:$123.75 million
Maturity:March 15, 2026
Bookrunner:Morgan Stanley & Co. LLC
Coupon:0%
Price:Par
Yield:0%
Conversion premium:45%
Conversion price:$102.80
Conversion rate:9.7272
Call options:Non-callable until March 20, 2024 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:March 2
Settlement date:March 5
Distribution:Rule 144A
Talk:Coupon of 0% to 0.25% and initial conversion premium of 45% to 50%
Stock symbol:NYSE: FSLY
Stock price:$70.90 at market close March 2
Market capitalization:$8.05 billion

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