May 12, 2020
$500mm Convertible Offering
Size: $500mm + 15% Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/mw
Coupon: 0.75%
Premium: 30%
Effective Premium: 100% with Capped Call
Financial Advisor: Matthews South
Active Bookrunners: Goldman Sachs & J.P. Morgan
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/mw
Coupon: 0.75%
Premium: 30%
Effective Premium: 100% with Capped Call
Financial Advisor: Matthews South
Active Bookrunners: Goldman Sachs & J.P. Morgan
$500mm Convertible
Strong Stock Price Performance
- Despite the NASDAQ declining 2.06%, Cloudflare’s stock increased 2.38% on the day of the offering
- Equity holders were pleased that the company was proactively raising opportunistic capital at very attractive terms
Convertible Structuring and Capped Call Bid (Up 100%)
- Recommended the convertible to include a provisional call with make-whole to enable the company to efficiently manage the bonds in upward stock price scenarios
- Analyzed call spread alternatives to balance upfront tax savings vs. potential unwind slippage–company ultimately chose a non-integrated capped call to maximize future flexibility
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations–the company had no existing relationship with several of the bidders
- Achieved $2.5mm savings on capped call from pre-launch estimates
Process Management
- Matthews South was hired before banks were involved, and helped the company evaluate proposals on both syndicate economics and structural recommendations
- Matthews South led the organizational effort on documentation and accounting / tax analysesso the offering preparation was near-final by the time the banks were involved
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