JWCA advises DigitalOcean on its concurrent stock sale and cash repurchase of ~$472mm of its convertible notes due 2030

July 2026 | read press release

Transaction Background

Following its recent strong equity performance, DigitalOcean Holdings, Inc. (“DigitalOcean” or “the Company”) opportunistically repurchased ~$472mm (~75%) of its outstanding 2030 convertible notes

DigitalOcean’s share price has appreciated more than 300% since the issuance of the 2030 convertible notes in August 2025. The Company’s equity momentum enabled DigitalOcean to efficiently refinance its outstanding 2030 convertible, which is expected to reduce net leverage with minimal change in cash or shares outstanding

DigitalOcean’s objectives included:

  • De-lever: retire the convertible to lower debt balance

  • Issue stock for cash and simultaneously use funds to repurchase the notes to preserve existing cash balance

  • Minimize transaction and friction costs; execute as efficiently as possible

JWCA acted as Financial Advisor for the transaction and provided extensive analysis and advice, including the following:

  • Evaluating transaction and refinancing alternatives

  • Providing analysis related to investor targeting, timing and execution method

  • Balancing considerations to minimize price and friction costs

  • Documentation review and support to ensure maximum flexibility and efficient execution

JWCA led the investor outreach, negotiation, and execution of the transaction

Results

The Company successfully de-levered by issuing shares of its stock for cash to retire a majority of the convertible:

  • Repurchased ~$472mm (~75% of outstanding) of the 2030 convertible notes

  • The shares issued above the underlying shares represented a small premium above the convertible’s trading price

  • The transaction was negotiated confidentially with a limited number of holders, and the Company knew the economic terms before executing the transaction

This is JWCA’s fourth advisory assignment for the Company after advising DigitalOcean on its convertible issuances in November 2021 and August 2025, as well as its credit facility in May 2025