Cloudflare issues $2.0B zero-coupon convertible notes due 2030; conversion premium 45%

Cloudflare, Inc.

$2.0B aggregate principal of 0% Convertible Senior Notes due 2030; net proceeds ~$1.971B after discounts and expenses.
Initial conversion price ~$247.67/share (45% premium to $170.81 closing on June 12).
Used ~$283.4M of proceeds to enter capped call transactions with cap price ~$469.73/share (175% premium).
Remainder for general corporate purposes, including working capital, capex, debt repayment, or acquisitions.
Credit agreement amended to allow deduction of up to $1.0B of convertible indebtedness (beyond 2026 notes) from net leverage ratio.

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