JWCA advises Fastly on its upsized $160 million zero-coupon convertible and capped call transaction to refinance its outstanding convertible notes

December 2025 | read press release

Transaction Background

Fastly, Inc. (“Fastly” or the “Company”) successfully raised $160 million (exclusive of greenshoe) in the convertible market at highly attractive terms (0.00% coupon and 32.5% conversion premium), while repurchasing $150mm (~80%) of its outstanding 2026 convertible notes

Fastly took advantage of favorable market conditions to raise capital at a very low cost after achieving a 1-year high stock price on the NYSE the week before the transaction

Fastly’s objectives included:

  • Opportunistically repurchase 2026 convertible notes ahead of maturity to manage outstanding liabilities and capital structure

  • Protect against future equity dilution through a derivative overlay

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

  • Convertible and derivative overlay structuring, accounting analysis, and tax implications

  • Refinancing tactics and analysis

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

  • Execution timing, strategy, and shareholder messaging

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

JWCA provided advice, support and analysis throughout the execution process

Results

Fastly’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, ultimately leading to the base deal being upsized by 28%

  • The 0.00% coupon represented the low end of the marketed coupon range

  • The 32.5% conversion premium represented the mid point of the marketed conversion premium range

Fastly simultaneously repurchased $150mm of its 2026 convertible notes (~80% of outstanding) at a discount to par value

Capped call documentation and auction process produced meaningful savings for Fastly, driving economics in the Company's favor

This is JWCA’s fourth advisory assignment for the Company after previously acting as Repurchase Agent on two convertible repurchases and Placement Agent in a private convertible refinancing