JWCA advises Akamai on its upsized $1.5 billion convertible and call spread transaction

May 2025 | read press release

Transaction Background

Akamai Technologies, Inc. (“Akamai” or the “Company”) successfully raised an upsized $1.5bn (exclusive of greenshoe) in the convertible market at highly attractive terms (0.25% coupon and 20.0% conversion premium)

Akamai’s objectives included:

  • Refinance more expensive outstanding debt under its revolving credit facility to lower cash interest expense

  • Offer a one-time discrete put option to receive a lower coupon on financing

  • Protect against future equity dilution through a derivative overlay and share repurchase

  • Minimize stock price risk during execution

JWCA provided extensive analysis on deal structuring and related items, including:

  • Analysis of benefits / considerations of dilution mitigation alternatives, including share repurchase and derivative overlay

  • Convertible and derivative overlay structuring

  • Convertible and call spread documentation to ensure maximum value and future efficiency/flexibility for the Company

  • Accounting and tax analysis/implications

  • Execution timing

JWCA designed and ran a call spread auction process to achieve highly competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

Akamai's convertible transaction was very well received by investors:

  • The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s convertible bond offering

  • The offering was upsized by $150mm (~11% of original $1.35bn base deal)

The Company simultaneously repurchased ~3.9mm shares (~$300mm) from convertible investors

Call spread documentation and auction process produced meaningful savings for Akamai, driving economics in the Company's favor

Akamai is the first issuer to successfully integrate a call spread with the convertible notes for tax purposes where the notes contained a one-time discrete put option

This is JWCA’s second advisory assignment for the Company after advising Akamai on its convertible issuance in August 2023