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Akamai Announces Pricing of Offering of Convertible Senior Notes

  • Akamai Technologies priced a private offering of $1.1 billion in 1.00% convertible senior notes due 2028 & $1.1 billion in 1.00% convertible senior notes due 2031.
  • The offering is restricted to qualified institutional buyers under Rule 144A, with an option for initial purchasers to buy up to an additional $150 million of each note series.
  • The sale is expected to close on November 12, 2026, subject to customary conditions.
  • The notes are senior unsecured obligations bearing 1.00% annual interest payable semi-annually starting May 15, 2027.
  • The 2028 Notes mature on November 15, 2028, while the 2031 Notes mature on November 15, 2031.
  • Initial conversion prices are approximately $112.41 per share for the 2028 Notes (a 40.0% premium) & approximately $102.37 per share for the 2031 Notes (a 27.5% premium), based on the November 9, 2026 closing stock price of $80.29.
  • Akamai estimates net proceeds of approximately $2.164 billion, rising to $2.460 billion if the over-allotment option is fully exercised.
  • Proceeds are intended to repay a portion of the outstanding 0.375% Convertible Senior Notes due 2027, fund Cloud Infrastructure Services capital expenditures, & cover general corporate purposes.
  • Approximately $250.3 million of net proceeds will fund convertible note hedge transactions, partially offset by proceeds from warrant sales.
  • Akamai entered into convertible note hedge & warrant transactions with initial purchasers to reduce potential dilution & offset cash conversion obligations.
  • The Option Counterparties may engage in hedging activities involving Akamai stock & derivatives, which could impact market prices & conversion values.
  • Holders may require repurchase of notes at 100% of principal plus accrued interest if a fundamental change occurs prior to maturity.
  • The notes & underlying common stock have not been registered under the Securities Act & are offered only via private placement memorandum.
  • The release includes forward-looking statements regarding the offering completion, use of proceeds, & hedge transaction effects.