JWCA advises Akamai on its upsized dual-tranche $3.5 billion convertible and call spread transaction

May 2026 | read press release

Transaction Background

Akamai Technologies, Inc. (“Akamai” or the “Company”) successfully raised $3.5bn (inclusive of greenshoe) in the convertible market with a dual-tranche offering at highly attractive terms (0.00% coupon and 42.5% conversion premium for the 2030 notes and 0.00% coupon and 35.0% conversion premium for the 2032 notes)

The Company opportunistically raised capital at a very low cost amid strong convertible market conditions and pronounced equity momentum (recently achieving its highest stock price in 20+ years), driven by quality earnings results and a recent $1.8bn contract announcement for its Cloud Infrastructure Services business

Akamai’s objectives included:

  • Raise zero coupon debt to fund capital expenditures and general corporate purposes

  • Stagger debt maturities and optimize its long-term capital structure

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

  • Minimize stock price risk during execution

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

  • Convertible and derivative overlay structuring, including the execution of a dual-tranche structure

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

  • Execution tactics and timing

  • Tax analysis/implications

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 dual-tranche 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, ultimately leading to the deal being upsized by ~17% (including greenshoe)

  • The 42.5% and 35.0% conversion premiums for the 2030 and 2032 notes, respectively, represented the high end of each of the marketed conversion premium ranges

The Company simultaneously repurchased ~2.5mm shares (~$350mm) from convertible investors

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

This offering marks the largest U.S. zero-coupon convertible transaction in history and the biggest issuance by a software company

This is JWCA’s third advisory assignment for the Company after advising Akamai on its convertible and call spread transactions in May 2025 and August 2023