Cloudflare, Inc. Announces Proposed Private Offering of $2.175 Billion of Convertible Senior Notes Due 2031
Cloudflare, Inc. (“Cloudflare”) (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $2.175 billion aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Cloudflare also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the first day on which the notes are issued, up to an additional $325.0 million aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Cloudflare, and will bear interest payable semi-annually in arrears. The notes will be convertible into cash, shares of Cloudflare’s Class A common stock, or a combination thereof, at Cloudflare’s election. The notes will mature on August 15, 2031, unless earlier redeemed, repurchased, or converted. The interest rate, conversion rate, and other terms of the notes are to be determined upon pricing of the offering.
