Business
Cloudflare, Inc. Announces Proposed Private Offering of $1.75 Billion of Convertible Senior Notes Due 2030
SAN FRANCISCO, June 11, 2025--Cloudflare, Inc. ("Cloudflare") (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $1.75 billion aggregate principal amount of Convertible Senior Notes due 2030 (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
About this update from Cloudflare, Inc.
[{"type":"image","alt":"","displaySize":"","headline":null,"caption":"","credit":null,"className":"","disableSlideshowImg":false,"size":{"original":{"width":1024,"height":512,"url":"https://media.zenfs.com/en/business-wire.com/10f385c42cfa06b7b6129f35539b8990"},"resized":{"url":"https://s.yimg.com/ny/api/res/1.2/BNNCvbeE2i.zZNdhW2Gchg--/YXBwaWQ9aGlnaGxhbmRlcjt3PTk2MDtoPTQ4MDtjZj13ZWJw/https://media.zenfs.com/en/business-wire.com/10f385c42cfa06b7b6129f35539b8990","width":960,"height":480},"lightbox":{"url":"https://s.yimg.com/ny/api/res/1.2/ajRuu047y9mjb25GbGpfEQ--/YXBwaWQ9aGlnaGxhbmRlcjt3PTIwNDg7aD0xMDI0O2NmPXdlYnA-/https://media.zenfs.com/en/business-wire.com/10f385c42cfa06b7b6129f35539b8990","width":1024,"height":512}},"lazy":false},{"type":"text","content":"SAN FRANCISCO, June 11, 2025--(BUSINESS WIRE)--Cloudflare, Inc. ("Cloudflare") (NYSE: NET) today announced its intention to offer, subject to market conditions and other factors, $1.75 billion aggregate principal amount of Convertible Senior Notes due 2030 (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 a 13-day option to purchase up to an additional $250.0 million aggregate principal amount of the notes solely to cover over-allotments.","length":725,"tagName":"p"},{"type":"text","content":"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 interest rate, conversion rate, and other terms of the notes are to be determined upon pricing of the offering.","length":373,"tagName":"p"},{"type":"text","content":"In connection with the pricing of the notes, Cloudflare expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the "option counterparties"). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Class A common stock underlying th...