Convertible Senior Notes | Convertible Senior Notes Overview In April 2020, the Company issued an aggregate $575.0 million of 3.25% convertible senior notes due 2025, which included the exercise of the full $75.0 million over-allotment option, receiving proceeds of $557.6 million, net of $17.4 million of transaction fees and other third-party offering expenses. The Convertible Senior Notes are scheduled to mature on April 15, 2025 and accrue interest at a rate of 3.25% per annum, payable semi-annually in arrears on April 15 and October 15. As of April 30, 2022, the conversion rate for the Convertible Senior Notes was 30.6413, which represents a conversion price of $32.64 per share. The difference between the initial conversion rate and the conversion rate as of April 30, 2022 is due to dividends that have been declared and paid on shares of the Company’s common stock following the issuance of the Convertible Senior Notes. Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s stock, or a combination thereof, at the Company’s option. The Company also has the ability to irrevocably elect to settle the Convertible Senior Notes in cash without amending the indentures or the Convertible Senior Notes themselves. The Company currently intends to settle the principal amount of the Convertible Senior Notes in cash and any conversion premium in shares of its common stock. April 2022 Exchange In April 2022, the Company entered into agreements (the “Exchange Agreements”) with certain holders of the Convertible Senior Notes (the “Noteholders”), to exchange $100.0 million in aggregate principal amount of the Convertible Senior Notes for a combination of cash and shares of the Company’s common stock, plus payment for accrued and unpaid interest (the “Note Exchange”). Concurrently with the Exchange Agreements, the Company entered into agreements with certain counterparties (“the counterparties”) to terminate a proportionate amount of the convertible bond hedge and warrant agreements that were entered into by the Company in April 2020 in connection with the issuance of the Convertible Senior Notes. In connection with these transactions (collectively, the “April 2022 Exchange”), the Company recognized a pre-tax inducement charge of approximately $5.8 million in the first quarter of 2022, which was recorded within interest expense on the consolidated statement of income, paid cash to Noteholders of $100.0 million to redeem the principal amount of the Convertible Senior Notes with a carrying value of $98.1 million, and issued approximately 1.8 million shares of the Company's common stock. Following the April 2022 Exchange, approximately $475.0 million aggregate principal amount of the Convertible Senior Notes remain outstanding at April 30, 2022. In addition, approximately 14.6 million shares underlie the Convertible Senior Notes, the convertible bond hedge and the warrants at April 30, 2022. Financial Statement Impacts As discussed in Note 1, following the adoption of ASU 2020-06, the Convertible Senior Notes are recorded entirely as a liability. A summary of the composition of the net carrying value of the Convertible Senior Notes is as follows: (in millions) April 30, 2022 January 29, 2022 May 1, 2021 Principal $ 475.0 $ 575.0 $ 575.0 Debt discount $ (9.0) $ (125.7) $ (149.2) Carrying amount $ 466.0 $ 449.3 $ 425.8 Equity component (*) N/A $ 160.7 $ 160.7 (*) Included in additional paid-in capital on the Consolidated Balance Sheets as of January 29, 2022 and May 1, 2021. During the 13 weeks ended April 30, 2022, the Company recognized $11.1 million of interest expense related to the Convertible Senior Notes, or $8.2 million, net of tax, which included the aforementioned inducement charge and $0.8 million of non-cash amortization of the debt discount. During the 13 weeks ended May 1, 2021, the Company recognized $12.0 million of interest expense related to the Convertible Senior Notes, of which $7.3 million was attributed to non-cash amortization of the debt discount. At April 30, 2022, the stock price conditions under which the Convertible Senior Notes could be convertible at the holders’ option were met. The Company has not received any material conversion requests through the filing date of this Form 10-Q. Because the closing price of the Company’s common stock of $96.42 at the end of the current quarter exceeded the conversion price of $32.64, the if-converted value exceeded the principal amount outstanding of the Convertible Senior Notes by approximately $928.4 million at April 30, 2022. |