Deconstructing Cloudflare's $1.75 Billion Convertible Note Offering
A significant capital raise to fuel future growth and strategic initiatives.
Zero cash interest payments, preserving capital for reinvestment.
This offering was structured with specific terms that define its function. It's a blend of debt and equity characteristics, designed to be attractive to both Cloudflare and its investors. The high conversion premium indicates strong confidence in future stock performance.
A significant portion of proceeds was strategically used to purchase Capped Calls to manage future dilution.
Why choose this complex financial instrument? Cloudflare's strategy aims to maximize growth potential while minimizing immediate costs and future shareholder dilution. It's a calculated move to build a "war chest" for acquisitions and expansion on highly favorable terms.
Secure $1.75B for general corporate purposes & acquisitions.
A 0% coupon means no cash drain from interest payments.
Defer and manage share dilution with a high premium & capped calls.
Invest in R&D and pursue strategic opportunities to drive long-term value.
With no interest payments, how do investors make money? Their entire return is tied to the performance of Cloudflare's stock. They are essentially purchasing a long-term call option: if the stock price rises significantly above the conversion price, they can convert their notes to shares and realize a substantial profit. If it doesn't, they get their principal back at maturity.
The chart opposite illustrates this dynamic, showing the critical price threshold that must be crossed for the conversion to become profitable.
Cloudflare spent ~$248 million of the proceeds on "capped call transactions." This is a sophisticated hedging strategy that acts as an insurance policy against share dilution.
Between $247.67 and $469.73: If the stock converts in this range, the capped calls provide shares to Cloudflare, largely neutralizing the dilution to existing shareholders.
Above $469.73: The protection is "capped." Cloudflare is protected from dilution up to this price, but experiences dilution on any stock price appreciation beyond the cap.
This move effectively raises the "economic" conversion price for the company, demonstrating a strong commitment to protecting shareholder value.
Stock stagnates. Conversion is not profitable.
Investor: Recovers principal ($1,000), but with a negative real return due to inflation.
Cloudflare: Repays debt in cash. No dilution occurs. Capped call cost is sunk.
Strong growth. Conversion is profitable.
Investor: Converts notes for a profit.
Cloudflare: Debt converts to equity. Capped calls fully offset dilution. Ideal outcome.
Exceptional growth. Conversion is highly profitable.
Investor: Converts notes for a significant profit.
Cloudflare: Debt converts at a high valuation. Capped calls offer partial protection, some dilution occurs.
Why do this?
It's a confident, long-term bet on its own success. Cloudflare secures a massive, interest-free loan to fund growth, while using sophisticated tools to protect shareholders. It signals immense confidence in the company's future value.