Fenwick Represents Initial Purchasers in Cloudflare’s $2.175 Billion Convertible Senior Notes Offering

Fenwick represented the initial purchasers in Cloudflare, Inc.’s (NYSE: NET) offering of $2.175 billion aggregate principal amount of 0% convertible senior notes due 2031 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended. Cloudflare also granted 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 sale of the notes to the initial purchasers is expected to settle on August 13, 2026, subject to customary closing conditions, and is expected to result in approximately $2.14 billion in net proceeds to Cloudflare after deducting the initial purchasers’ discount and estimated offering expenses payable by Cloudflare (assuming no exercise of the initial purchasers’ option to purchase additional notes). More information can be obtained from Cloudflare’s announcement.

The Fenwick transaction team included corporate partners David Michaels, Ran Ben-Tzur and Aman Singh and associates Elsie Cheang, Emma McBride and Ross Willmot.