Overview
- Cloudflare disclosed Monday that it has filed to sell $2.175 billion of convertible senior notes due August 15, 2031 with a $325 million option for extra notes, in a private Rule 144A placement aimed at institutional buyers.
- The notes will be senior unsecured obligations that can convert into Class A common stock, and Cloudflare will set the interest rate and conversion terms at the offering’s pricing.
- Cloudflare said it will use part of the proceeds to buy capped-call transactions that start at least 150% above the stock price at pricing and will use the remaining net proceeds for working capital, capital spending, debt repayment, acquisitions, and other corporate needs.
- If completed as proposed, the deal would push total convertible debt to roughly $5.3 billion when combined with Cloudflare’s existing 2030 notes and the remaining roughly $1.29 billion of 2026 notes due around August 15, 2026, shaping choices about refinancing or repayment.
- This offering continues a pattern of repeat convertible financings by Cloudflare since 2021 and could affect shareholders through hedging by capped-call counterparties, which may influence the stock around pricing and over the life of the notes.