Fastly, Inc. Enters Material Definitive Agreement

TL;DR

Fastly just signed a big new deal, likely involving debt.

AI Summary

On December 2, 2024, Fastly, Inc. entered into a Material Definitive Agreement, specifically a credit agreement, which creates a direct financial obligation for the company. This agreement is a significant event for Fastly, Inc. as it involves financial commitments and obligations.

Why It Matters

This filing indicates Fastly, Inc. has entered into a new financial agreement, which could impact its capital structure and future operations.

Risk Assessment

Risk Level: medium — Entering into new financial obligations can introduce financial risk and impact the company's balance sheet.

Key Players & Entities

• Fastly, Inc. (company) — Registrant
• December 2, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-38897 (other) — Commission File Number
• 27-5411834 (other) — I.R.S. Employer Identification Number
• 475 Brannan Street, Suite 300 San Francisco, CA 94107 (address) — Address of principal executive offices
• ( 844 ) 432-7859 (phone_number) — Registrant's Telephone Number

FAQ

Key Financial Figures

• $0.00002 — which registered Class A Common Stock, $0.00002 par value "FSLY" New York Stock Exchang
• $150.0 million — Inc. ("Fastly") issued (the "Issuance") $150.0 million principal amount of its 7.75% convertib
• $1,000 — e is 50.6586 shares of common stock per $1,000 principal amount of 2028 Notes (equival
• $19.74 — itial conversion price of approximately $19.74 per share of common stock, which repres
• $50.0 million — tedness for money borrowed in excess of $50.0 million (or its foreign currency equivalent) in
• $157.9 million — chase (the "Repurchases") approximately $157.9 million aggregate principal amount of 2026 Note

Filing Documents

• fsly-20241202.htm (8-K) — 42KB
• wrkva-fslyxform8xkxex41xin.htm (EX-4.1) — 906KB
• fsly-form8xkxex991xpricing.htm (EX-99.1) — 14KB
• image_0.jpg (GRAPHIC) — 2KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 2KB
• image_5.jpg (GRAPHIC) — 3KB
• 0001517413-24-000244.txt ( ) — 1267KB
• fsly-20241202.xsd (EX-101.SCH) — 2KB
• fsly-20241202_lab.xml (EX-101.LAB) — 22KB
• fsly-20241202_pre.xml (EX-101.PRE) — 13KB
• fsly-20241202_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On December 5, 2024, Fastly, Inc. ("Fastly") issued (the "Issuance") $150.0 million principal amount of its 7.75% convertible senior notes due 2028 (the "2028 Notes"). The 2028 Notes were issued pursuant to an Indenture, dated December 5, 2024 (the "Indenture"), between Fastly and U.S. Bank Trust Company, National Association, as trustee. The 2028 Notes will accrue interest at a rate of 7.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2025. The 2028 Notes will mature on June 1, 2028, unless earlier converted or repurchased. The 2028 Notes will be convertible at the option of the noteholders in certain circumstances. Upon conversion, Fastly will pay or deliver, as the case may be, cash, shares of Fastly's Class A common stock (the "common stock") or a combination of cash and shares of common stock, at its election. The initial conversion rate is 50.6586 shares of common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of approximately $19.74 per share of common stock, which represents a conversion premium of approximately 100% to the last reported sale price of the common stock on The New York Stock Exchange on December 2, 2024), and will be subject to customary anti-dilution adjustments. Fastly may not redeem the 2028 Notes prior to the maturity date, and no "sinking fund" will be provided for the 2028 Notes. If Fastly undergoes a "fundamental change" (as defined in the Indenture), subject to certain conditions and limited exceptions, noteholders may require Fastly to repurchase for cash all or any portion of their 2028 Notes at a repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prio

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The 2028 Notes were issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Any shares of the common stock that may be issued upon conversion of the 2028 Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by Fastly exclusively with its security holders. Initially, a maximum of 15,197,565 shares of common stock may be issued upon conversion of the 2028 Notes, based on the initial maximum conversion rate of 101.3171 shares of common stock per $1,000 principal amount of 2028 Notes, which is subject to customary anti-dilution adjustment provisions.

01 Other Events

Item 8.01 Other Events. On December 2, 2024, Fastly issued a press release announcing that on December 2, 2024, it (i) entered into separate, privately negotiated subscription agreements to issue the 2028 Notes; and (ii) entered into separate, privately negotiated repurchase agreements with a limited number of holders of Fastly's existing 0.00% Convertible Senior Notes due 2026 (the "2026 Notes") to repurchase (the "Repurchases") approximately $157.9 million aggregate principal amount of 2026 Notes for aggregate cash consideration of $150.0 million. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On December 5, 2024, Fastly used $150.0 million of the gross proceeds from the Issuance to repurchase approximately $157.9 million of its 2026 Notes in the Repurchases.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Exhibit Description 4.1 Indenture, dated as of December 5, 2024, between Fastly, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Certificate representing the 7.75% Convertible Senior Notes due 2028 (included as Exhibit A to the Indenture filed as Exhibit 4.1) 99.1 Press Release dated December 2, 2024. 104 Cover page interactive data file, formatted in inline XBRL.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FASTLY, INC. Dated: December 5, 2024 By: /s/ Ronald W. Kisling Ronald W. Kisling Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR