Cloudflare targets private sale of USD 2.18 billion convertible notes due 2031
NET•Registration status
Neither the notes nor any Class A shares issuable on conversion will be registered, limiting resale absent an exemption.
Potential upsizing and use of proceeds
Initial purchasers may buy up to an additional USD 325 million of notes within 13 days of issuance.
Proceeds will be used to fund capped call transactions, and remaining funds are earmarked for general corporate purposes.
Private offering of convertible senior notes
Cloudflare announced a private offering of USD 2.175 billion convertible senior notes due 2031 to qualified institutional buyers under Rule 144A.
The notes are convertible into cash, Class A shares, or a mix; maturity is set for Aug. 15, 2031; and interest terms will be set at pricing.
