Fenwick represented the initial purchasers in Cloudflare’s (NYSE: NET) $1.125 billion aggregate principal offering of 0% convertible senior notes due 2026 in a private offering to 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 a 13-day option to purchase up to an additional $168.75 million aggregate principal amount of the notes.

Cloudflare intends to use the net proceeds from the offering of the notes to pay the cost of capped call transactions and the remainder of the net proceeds from the offering for general corporate purposes, which may include working capital, capital expenditures, and potential acquisitions and strategic transactions. More information can be obtained from Cloudflare's announcement.

The Fenwick transaction team included corporate partners Ran Ben-Tzur, David Michaels and Julia Forbess and associates Michael Shaw, Jennifer Pesce and Arielle Trapp; and tax partner William Skinner.

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