Cloudflare Files 8-K: Material Agreement and Financials

TL;DR

Cloudflare signed a big deal, expect financial updates soon.

AI Summary

On May 17, 2024, Cloudflare, Inc. entered into a Material Definitive Agreement. This filing also indicates the creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The filing includes Financial Statements and Exhibits.

Why It Matters

This 8-K filing signals a significant new agreement for Cloudflare, potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks or change existing ones for a company.

Key Players & Entities

• Cloudflare, Inc. (company) — Registrant
• May 17, 2024 (date) — Date of earliest event reported
• 101 Townsend Street San Francisco , CA 94107 (address) — Principal executive offices
• 888-993-5273 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — which registered Class A Common Stock, $0.001 par value NET New York Stock Exchange
• $400.0 million — Agreement provides for a senior secured $400.0 million revolving loan facility (the "Revolving
• $30.0 million — lity (the "Revolving Facility"), with a $30.0 million sublimit for the issuance of letters of
• $150.0 million — an aggregate principal amount of up to $150.0 million. The proceeds of the loans under the

Filing Documents

• cloud-20240517.htm (8-K) — 32KB
• 0001477333-24-000053.txt ( ) — 156KB
• cloud-20240517.xsd (EX-101.SCH) — 2KB
• cloud-20240517_lab.xml (EX-101.LAB) — 21KB
• cloud-20240517_pre.xml (EX-101.PRE) — 12KB
• cloud-20240517_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 17, 2024, Cloudflare, Inc. (the "Company") entered into a Credit Agreement (the "Credit Agreement"), by and among the Company, certain subsidiaries of the Company from time to time party thereto as guarantors, the lenders from time to time party thereto (the "Lenders") and Citibank, N.A., as administrative agent and collateral agent. The Credit Agreement provides for a senior secured $400.0 million revolving loan facility (the "Revolving Facility"), with a $30.0 million sublimit for the issuance of letters of credit and a $30.0 million sublimit for swingline borrowings. The Credit Agreement permits the Company, subject to the satisfaction of certain conditions, including obtaining commitments from new or existing lenders, to increase the commitments under the Revolving Facility by an aggregate principal amount of up to $150.0 million. The proceeds of the loans under the Revolving Facility may be used for working capital and general corporate purposes. The Revolving Loans may be prepaid or repaid and reborrowed prior to the maturity date for the Revolving Facility, without penalty or premium, subject to customary breakage costs for loans bearing interest at the term SOFR rate. As of the closing date of the Credit Agreement, no loans or letters of credit were outstanding under the Credit Agreement. The Revolving Facility commitments terminate and all outstanding loans are due and payable on May 17, 2029 (the "Scheduled Maturity Date"). If on the date that is 91 days prior to the scheduled maturity date of the Company's 0% Convertible Senior Notes due 2026 (the "2026 Convertible Notes") and/or any other convertible notes issued to refinance, exchange or replace the 2026 Convertible Notes ("Refinancing Notes") (such prior date, the "Springing Maturity Date"), (a) all or any portion of the 2026 Convertible Notes and/or any Refinancing Notes remains outstanding with a maturity date that is not later than 91

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Cloudflare, Inc. Dated: May 21, 2024 By: /s/ Douglas Kramer Douglas Kramer Chief Legal Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR