Cloudflare plans to raise $2.175 billion through a private placement of unsecured convertible senior notes due Aug. 15, 2031, sold to qualified institutional buyers under Rule 144A, with initial purchasers able to buy up to an additional $325 million. The interest rate and conversion terms will be set at pricing. Cloudflare said part of the proceeds will fund capped call transactions designed to limit dilution if the notes convert, with the hedge struck at a premium of at least 150% to the share price at pricing, while the rest will go toward general corporate purposes including working capital, capital expenditures, debt repayment, acquisitions and strategic transactions. After the announcement, Cloudflare shares fell more than 2% in intraday U.S. trading on Aug. 10 before narrowing the decline to 0.94%, according to BIT (Bit.com) market data, with market capitalization temporarily reported at $105.47 billion.