Davis Polk and Fenwick advised on Cloudflare’s $2.5 billion convertible notes offering.
Cloudflare, Inc. completed a Rule 144A offering of $2.5 billion aggregate principal amount of 0% convertible senior notes due 2031, including $325 million aggregate principal amount of notes issued pursuant to the exercise in full of the initial purchasers’ option to purchase additional notes. The notes were issued on August 13, 2026. Cloudflare intends to use a portion of the net proceeds to fund the cost of related capped call transactions, with the remainder for general corporate purposes, including potential acquisitions and strategic transactions.
Davis Polk advised Cloudflare, Inc., the issuer, on the offering and the related capped call transactions.
The capital markets team included Partner Emily Roberts and Associates Julia Molo, Jared Madnick, Alexis Aguila Johnson and Larry Lo. The equity derivatives team included Partner Mark M. Mendez and Associates Danielle Forni, Alexander S. Pettingell, Zifeng Zeng and Selena Zhijun Fu. Members of the team are based in the New York and Northern California offices.
Fenwick represented the initial purchasers in Cloudflare’s Rule 144A offering of 0% convertible senior notes due 2031. The base offering comprised $2.175 billion aggregate principal amount of notes, with the initial purchasers having an option to purchase an additional $325 million aggregate principal amount, which was exercised in full.
The transaction team included Corporate Partners David Michaels, Ran Ben-Tzur and Aman Singh, and Associates Elsie Cheang, Emma McBride and Ross Willmot.
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