AKAM 8-K
Akamai Technologies Inc (AKAM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 12, 2025, Akamai Technologies, Inc. (“Akamai”) entered into an Amendment No. 2 (the “Second Amendment”), by and among Akamai, the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Agent”), which amends that certain Credit Agreement (the “Credit Agreement”), dated November 22, 2022 (as amended on April 17, 2025), by and among Akamai, the financial institutions party thereto from time to time as lenders and the Agent. The Second Amendment, among other things, (i) increases the aggregate revolving commitments under the Credit Agreement from $500.0 million to $1.0 billion, (ii) extends the maturity date from November 22, 2027 to November 22, 2028, (iii) reduces the maximum aggregate amount of additional increases to the commitments from $500.0 million to $0 and (iv) reduces the number of additional permitted maturity extensions from two to one.
The description of the Second Amendment contained herein is qualified in its entirety by reference to the Second Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information contained in Item 1.01 above regarding the Second Amendment is incorporated by reference into this Item 2.03.
| Item 8.01. | Other Events. |
On May 13, 2025, Akamai issued a press release announcing that it intends to offer, subject to market and other conditions, $1.35 billion of Convertible Senior Notes due 2033 in a private offering to qualified institutional buyers. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Amendment No. 2 by and among Akamai Technologies, Inc., the financial institutions identified therein as lenders and JPMorgan Chase Bank, N.A., as administrative agent, dated May 12, 2025 | |
| 99.1 | Press release dated May 13, 2025 | |
| 104 | Cover page interactive data file (the cover page XBRL tags are embedded within the inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AKAMAI TECHNOLOGIES, INC. | ||||||
| Date: May 13, 2025 | By: | /s/ Aaron S. Ahola | ||||
| Name: | Aaron S. Ahola | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||
Exhibit 10.1
Execution Version
AMENDMENT NO. 2
Dated as of May 12, 2025
to
CREDIT AGREEMENT
Dated as of November 22, 2022
THIS AMENDMENT NO. 2 (this “Amendment”) is made as of May 12, 2025 by and among Akamai Technologies, Inc. (the “Company”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), under that certain Credit Agreement dated as of November 22, 2022 by and among the Company, the Foreign Subsidiary Borrowers party thereto, the Lenders party thereto and the Administrative Agent (as amended by that certain Amendment No. 1, dated as of April 17, 2025 and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Company has requested that each of the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement;
WHEREAS, the Company has appointed (i) each of JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., BofA Securities, Inc., Citibank, N.A., HSBC Securities (USA) Inc. and TD Securities (USA) LLC as Joint Lead Arrangers and (ii) JPMorgan Chase Bank, N.A. as the Sole Bookrunner, in each case for this Amendment and the transactions contemplated hereby;
WHEREAS, the Company, the Lenders party hereto and the Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1. Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the parties hereto agree that the Credit Agreement is hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to insert the following definition therein in the appropriate alphabetical order:
“Amendment No. 2 Effective Date” means May 12, 2025.
(b) The definition of “Aggregate Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended to amend and restate the final sentence thereof as follows: “As of the Amendment No. 2 Effective Date, the Aggregate Commitment is $1,000,000,000.”.
(c) The definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the reference to “November 22, 2027” appearing therein with a reference to “November 22, 2028”.
(d) Section 2.20 of the Credit Agreement is hereby amended to replace the reference to “$500,000,000” appearing therein with a reference to “$0”.
(e) Section 2.24(a) of the Credit Agreement is hereby amended to replace the reference to “no more than two (2) times” appearing therein with a reference to “no more than one (1) time”.
(f) Schedule 2.01 to the Credit Agreement is hereby amended and restated in its entirety as set forth in Annex A hereto.
2. Conditions of Effectiveness. The effectiveness of this Amendment (the date of such effectiveness, the “Amendment No. 2 Effective Date”) is subject to the conditions precedent that:
(a) The Administrative Agent shall have received counterparts of this Amendment duly executed by the Company, each of the Lenders and the Administrative Agent;
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment No. 2 Effective Date) of Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the Company, covering such matters relating to the Company, the Loan Documents, this Amendment, the Credit Agreement as amended by this Amendment or the Transactions as the Administrative Agent shall reasonably request (and the Company hereby requests such counsel to deliver such opinion);
(c) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Company certifying (i) that there have been no changes in the Certificate of Incorporation or other charter document of the Company, as attached thereto and as certified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) the By-Laws or other applicable organizational document, as attached thereto, of the Company as in effect on the date of such certification, (iii) resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and performance of the Amendment and the Credit Agreement as amended by this Amendment and (iv) the names and true signatures of the incumbent officers of the Company authorized to sign the Amendment and the other Loan Documents, and authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement as amended by this Amendment;
(d) The Administrative Agent shall have received a certificate of good standing (or analogous documentation if applicable) for the Company from the Secretary of State (or analogous governmental entity) of its jurisdiction of organization;
(e) The Administrative Agent shall have received a certificate, dated the Amendment No. 2 Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, certifying (i) that the representations and warranties contained in Article III of the Credit Agreement are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date and (ii) that no Default or Event of Default has occurred and is continuing as of such date; and
2
(f) The Administrative Agent shall have received (i) for the account of each Lender that delivers its executed signature page to this Amendment by no later than 1:00 p.m. (New York City time) on May 12, 2025, an upfront fee in an amount equal to the applicable amount previously disclosed to the Lenders and (ii) payment and/or reimbursement of the Administrative Agent’s and its affiliates’ fees and reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent) in connection with this Amendment, in each case to the extent invoiced and to the extent required to be paid or reimbursed by the Company pursuant to Section 9.03 of the Credit Agreement or otherwise agreed to in writing by the Company.
3. Representations and Warranties of the Company. The Company hereby represents and warrants as follows:
(a) This Amendment constitutes the legal, valid and binding obligation of the Company, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b) As of the date hereof and immediately after giving effect to this Amendment, (i) no Event of Default or Default has occurred and is continuing and (ii) the representations and warranties of the Company set forth in the Credit Agreement are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect are true and correct in all respects) as of such earlier date.
4. Reallocation. On the Amendment No. 2 Effective Date, the Administrative Agent shall make such reallocations of each Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement solely as are necessary in order that the Revolving Credit Exposure with respect to such Lender reflects such Lender’s Applicable Percentage of the Revolving Credit Exposure under the Credit Agreement as amended hereby.
5. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.
(b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d) This Amendment is a Loan Document under (and as defined in) the Credit Agreement.
3
6. Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of New York.
7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
8. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Pages Follow]
4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
| AKAMAI TECHNOLOGIES, INC., as the Company | ||
| By: | /s/ David Neshat | |
| Name: | David Neshat | |
| Title: | Vice President, Treasury | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| JPMORGAN CHASE BANK, N.A., individually as a Lender and as Administrative Agent | ||
| By: | /s/ Ryan Zimmerman | |
| Name: | Ryan Zimmerman | |
| Title: | Executive Director | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| CITIBANK, N.A., as a Lender | ||
| By: | /s/ Daniel Boselli | |
| Name: | Daniel Boselli | |
| Title: | Vice President | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| BANK OF AMERICA, N.A., as a Lender | ||
| By: | /s/ Folarin B. Ogunsemowo | |
| Name: | Folarin B. Ogunsemowo | |
| Title: | Sr. Associate – Credit Officer | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| MORGAN STANLEY BANK, N.A., as a Lender | ||
| By: | /s/ Michael King | |
| Name: | Michael King | |
| Title: | Authorized Signatory | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender | ||
| By: | /s/ Andrew Everett | |
| Name: | Andrew Everett | |
| Title: | Senior Vice President | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender | ||
| By: | /s/ Timothy Brogan | |
| Name: | Timothy Brogan | |
| Title: | Authorized Signatory | |
Signature Page to Amendment No. 2 to
Credit Agreement dated as of November 22, 2022
Akamai Technologies, Inc.
ANNEX A
SCHEDULE 2.01
COMMITMENTS
| LENDER |
COMMITMENT | |||
| JPMORGAN CHASE BANK, N.A. |
$ | 250,000,000 | ||
| CITIBANK, N.A. |
$ | 210,000,000 | ||
| BANK OF AMERICA, N.A. |
$ | 190,000,000 | ||
| MORGAN STANLEY BANK, N.A. |
$ | 190,000,000 | ||
| HSBC BANK USA, NATIONAL ASSOCIATION |
$ | 80,000,000 | ||
| THE TORONTO-DOMINION BANK, NEW YORK BRANCH |
$ | 80,000,000 | ||
| AGGREGATE COMMITMENT |
$ | 1,000,000,000 | ||
Exhibit 99.1
Akamai Announces Proposed Offering of Convertible Senior Notes
CAMBRIDGE, Mass. – May 13, 2025 – Akamai Technologies, Inc. (NASDAQ: AKAM) (“Akamai”), the cybersecurity and cloud computing company that powers and protects business online, today announced that it proposes to offer, subject to market factors and other conditions, $1.35 billion in aggregate principal amount of convertible senior notes due 2033. The notes are to be sold only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In addition, Akamai will grant the initial purchasers of the notes an option to purchase up to an additional $202.5 million in aggregate principal amount of notes on the same terms and conditions. Upon conversion, Akamai will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Akamai’s common stock or a combination of cash and shares of common stock, at Akamai’s election, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the notes being converted. Interest on the notes will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2025. The notes will mature on May 15, 2033, unless earlier repurchased or converted in accordance with their terms prior to such date. The interest rate, initial conversion rate, offering price and other terms will be determined at the time of pricing the offering. The notes will be senior unsecured obligations of Akamai.
Subject to costs and expenses related to the convertible note hedge and warrant transactions and share repurchases described below, Akamai intends to use the remaining net proceeds from the offering to repay approximately $250.0 million in borrowings outstanding under its five-year senior unsecured revolving credit facility and repay at maturity a portion of its $1.15 billion outstanding aggregate principal amount of 0.375% Convertible Senior Notes due 2027, which mature on September 1, 2027, and/or to pay cash amounts due upon any earlier conversion thereof.
Akamai intends to use a portion of the net proceeds from this offering to pay the cost of the convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Akamai from the sale of warrants pursuant to the warrant transactions described below). If the initial purchasers exercise their option to purchase additional notes, Akamai expects to sell additional warrants to one or more of the initial purchasers of the notes and/or their respective affiliates and/or other financial institutions (the “Option Counterparties”) and use a portion of the net proceeds from the sale of such additional notes, together with the proceeds from the additional warrant transactions, to enter into additional convertible note hedge transactions with the Option Counterparties.
Akamai also intends to use approximately $275.0 million of the net proceeds from the offering to repurchase shares of its common stock from purchasers of the notes in the offering in privately-negotiated transactions effected through one or more of the initial purchasers or their affiliates. Akamai expects the purchase price per share in such transactions to equal the closing price per share of Akamai’s common stock on the date of pricing of the offering. The amount of Akamai’s common stock that Akamai actually repurchases may be more or less than $275.0 million.
Holders may require Akamai to repurchase for cash all or any portion of their notes on May 15, 2031 (the “optional repurchase date”), if the last reported sale price of Akamai’s common stock on the trading day immediately preceding the business day immediately preceding the optional repurchase date is less than the conversion price, at an optional repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the optional repurchase date. In addition, if Akamai undergoes a fundamental change prior to the maturity date of the notes, subject to certain conditions and limited exceptions, holders may require Akamai to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the notes, Akamai expects to enter into convertible note hedge transactions and warrant transactions with the Option Counterparties. The convertible note hedge transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the same number of shares of Akamai’s common stock that will initially underlie the notes, including any notes purchased by the initial purchasers pursuant to their option to purchase additional notes. The convertible note hedge transactions are expected generally to reduce the potential dilution with respect to Akamai’s common stock upon conversion of the notes and/or to offset any cash payments Akamai is required to make in excess of the principal amount of converted notes, as the case may be. The warrants will cover, subject to customary anti-dilution adjustments, the same number of shares of Akamai’s common stock. The warrant transactions could separately have a dilutive effect with respect to Akamai’s common stock to the extent that the market price per share of Akamai’s common stock exceeds the strike price of the warrants, unless Akamai elects, subject to certain conditions, to settle the warrants in cash.
In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the Option Counterparties and/or their respective affiliates expect to purchase shares of Akamai’s common stock and/or enter into various derivative transactions with respect to Akamai’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Akamai’s common stock or the notes at that time. In addition, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Akamai’s common stock and/or purchasing or selling Akamai’s common stock or other securities of Akamai in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes or following any repurchase of the notes by Akamai). This activity could also cause or avoid an increase or a decrease in the market price of Akamai’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the amount and value of the consideration that holders receive upon conversion of the notes.
This press release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Akamai’s common stock, if any, issuable upon conversion of the notes). Any offer of notes will be made only by means of a private offering memorandum. The notes and the common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
# # #
The release contains information about future expectations, plans and prospects of Akamai’s management that constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995, including statements with respect to Akamai’s expectations to complete the proposed offering of the notes, its use of proceeds from the offering and the effect of the concurrent stock repurchase and the convertible note hedge and warrant transactions. There can be no assurance that Akamai will be able to complete the proposed notes offering on the anticipated terms, or at all. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors including, but not limited to, the terms of the notes and the offering, risks and uncertainties related to whether or not Akamai will consummate the offering, the impact of general economic, industry, market or political conditions and other factors that are discussed in Akamai’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, and other documents periodically filed with the SEC.
In addition, the statements in this press release represent Akamai’s expectations and beliefs as of the date of this press release. Akamai anticipates that subsequent events and developments may cause these expectations and beliefs to change. However, while Akamai may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Akamai’s expectations or beliefs as of any date subsequent to the date of this press release.
About Akamai
Akamai is the cybersecurity and cloud computing company that powers and protects business online. Our market-leading security solutions, superior threat intelligence, and global operations team provide defense-in-depth to safeguard enterprise data and applications everywhere. Akamai’s full-stack cloud computing solutions deliver performance and affordability on the world’s most distributed platform. Global enterprises trust Akamai to provide the industry-leading reliability, scale, and expertise they need to grow their business with confidence.
| Contacts: | ||
| Christine Simeone |
Mark Stoutenberg | |
| Media Relations |
Investor Relations | |
| Akamai Technologies |
Akamai Technologies | |