Matthews South

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August 10, 2026
$2.175bn + $325mm Greenshoe
Maturity: 5 Years
Execution Structure: 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 0.00% (0.00% fixed)
Premium: 60.0% (57.5 - 62.5% marketing range)
Capped Call Upper Strike Price: Up 175.0%
Matthews South Role: Financial Advisor
Lead Left Bookrunner: Goldman Sachs
Active Bookrunners: Citi / Morgan Stanley / Wells Fargo

$2.5 billion Convertible + Capped Call

Transaction and Process Overview

  • Structuring
    • Matthews South advised Cloudflare on its $2.175 billion convertible issuance, representing the company’s fourth equity-linked financing since its 2019 IPO
    • We helped Cloudflare navigate multiple workstreams, focusing on optimal structuring, syndicate selection, documentation, accounting analysis and tax considerations, and pricing and execution of the transaction

  • Capped Call Process
    • Matthews South ran a capped call auction with 20+ banks which were asked to provide pricing on multiple structures and allocations, ultimately allowing Cloudflare to secure efficient pricing with an effective conversion premium of up 175.0%
    • Cloudflare is the only convertible issuer to achieve an upper strike of 175.0% (highest in the corporate call spread market)

  • Marketing and Pricing
    • The offering priced at a 0.00% coupon and 60.0% conversion premium, ranking among the best-priced convertible offerings of the last five years
    • Cloudflare achieved these terms with its stock up 3.5% during marketing, versus declines for similarly priced offerings, making it the strongest overall execution of the period
    • Through efficient pricing on the capped call, the company achieved a 2.2% financing rate with no dilution until a 175% premium

Additional Deals for Cloudflare