Unsecured Convertible Senior Notes | Note 7—Unsecured Convertible Senior Notes On January 1, 2021, we early adopted ASU 2020-06 convertible Unsecured convertible senior notes outstanding at March 31, 2021 and December 31, 2020 are as follows: Balance as of March 31, 2021 2023 Notes 2026 Notes Total (In thousands) Principal amount $ 95,000 $ 225,030 $ 320,030 Unamortized debt issuance costs (1,749) (6,122) (7,871) Total unsecured convertible senior notes, net $ 93,251 $ 218,908 $ 312,159 Fair value of outstanding unsecured convertible senior notes (1) $ 114,119 $ 279,431 Amount by which the unsecured convertible senior notes if-converted value exceeds their principal amount $ 19,119 $ 54,401 Balance as of December 31, 2020 2023 Notes 2026 Notes Total (In thousands) Principal amount $ 95,000 $ 225,030 $ 320,030 Unamortized discount (17,101) (60,544) (77,645) Unamortized issuance costs attributable to liability component (1,481) (4,616) (6,097) Total unsecured convertible senior notes, net $ 76,418 $ 159,870 $ 236,288 Fair value of outstanding unsecured convertible senior notes (1) $ 101,769 $ 246,779 Amount by which the unsecured convertible senior notes if-converted value exceeds their principal amount $ 6,769 $ 21,749 Equity component $ 25,854 $ 63,544 Unamortized issuance costs (837) (1,916) Net carrying amount of equity component (2) $ 25,017 $ 61,628 (1) The fair value is classified as Level 3 due to the limited trading activity for the unsecured convertible senior notes. (2) Included in the Condensed Consolidated Balance Sheet within additional paid-in capital at December 31, 2020. Upon early adoption of ASU 2020-06 on January 1, 2021, amounts were reclassified to unsecured convertible senior notes, net. 2023 Unsecured Convertible Senior Notes On November 15, 2018, we issued $210.0 million in aggregate principal amount of our 6.25% convertible senior notes (the “2023 Notes”). The 2023 Notes accrue interest at an annual rate of 6.25% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. The 2023 Notes mature on November 15, 2023 unless earlier purchased, redeemed or converted in accordance with their terms. On August 14, 2020, we issued the 5.25% convertible senior notes (the “2026 Notes”) and used approximately $125.6 million of the net proceeds to repurchase $115.0 million principal amount of the 2023 Notes (see “2026 Unsecured Convertible Senior Notes” below). The 2023 Notes are convertible into cash, shares of our common stock or a combination thereof, as we elect at our sole discretion. The initial conversion rate is 52.0183 shares of our common stock per $1,000 of note principal (equivalent to an initial conversion price of approximately $19.22 per share of common stock), subject to adjustment in certain circumstances. To reduce the dilutive impact or potential cash expenditure associated with the conversion of the 2023 Notes, we entered into a capped call transaction (the “2023 Capped Call”), which covers the number of shares of our common stock underlying the 2023 Notes when our common stock is trading between the initial conversion price of $19.22 per share and $28.84 per share. In connection with the partial repurchase of the 2023 Notes, we entered into a capped call termination contract to unwind a proportionate amount of the 2023 Capped Call. As of March 31, 2021, approximately 4.9 million shares remained outstanding on the 2023 Capped Call. The following table sets forth total interest expense recognized in connection with the 2023 Notes: Three Months Ended March 31, 2021 2020 (In thousands) Contractual interest expense $ 1,484 $ 3,281 Amortization of debt issuance costs 150 202 Amortization of debt discount — 2,331 Total $ 1,634 $ 5,814 2026 Unsecured Convertible Senior Notes The 2026 Notes are unsecured and accrue interest at an annual rate of 5.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes mature on February 15, 2026, unless earlier purchased, redeemed or converted in accordance with their terms. The initial conversion rate is 54.0906 shares of our common stock per $1,000 of note principal (equivalent to an initial conversion price of approximately $18.4875 per share of common stock), which equals approximately 12.2 million shares issuable upon conversion, subject to adjustment in certain circumstances. The 2026 Notes are convertible at the option of the holders on or after November 15, 2025 at any time prior to the close of business on February 12, 2026. Additionally, holders may convert their 2026 Notes at their option at specified times prior to the maturity date only if: (1) during any calendar quarter, beginning after September 30, 2020, that the last reported sale price per share of our common stock exceeds 130% of the conversion price of the 2026 Notes for each of at least 20 trading days in the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five -consecutive-trading-day period (such five -consecutive-trading-day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the conversion rate on such trading day; (3) there is an occurrence of one or more certain corporate events or distributions of our common stock; or (4) we call the 2026 Notes for redemption. At our sole discretion, we may elect to convert the 2026 Notes into cash, shares of our common stock or a combination thereof at maturity. Subject to the satisfaction of certain conditions, beginning August 15, 2023, we may redeem in whole or in part the 2026 Notes at our option at a cash redemption price equal to the principal amount of the 2026 Notes plus any accrued and unpaid interest. In order to reduce the dilutive impact or potential cash expenditure associated with the conversion of the 2026 Notes, we entered into capped call transactions (the “2026 Capped Calls”). The 2026 Capped Calls will cover the number of shares of common stock underlying the 2026 Notes when our common stock is trading within the range of approximately $18.49 and $26.10 . However, should the market price of our common stock exceed the $26.10 cap, then the conversion of the 2026 Notes would have a dilutive impact or may require a cash expenditure to the extent the market price exceeds the cap price. The following table sets forth interest expense recognized related to the 2026 Notes: Three Months Ended March 31, 2021 (In thousands) Contractual interest expense $ 2,954 Amortization of debt issuance costs 246 Total $ 3,200 Future minimum payments for the 2023 and 2026 Notes as of March 31, 2021 are as follows: (In thousands) 2021 $ — 2022 — 2023 95,000 2024 — 2025 — 2026 225,030 Total future minimum payments under the convertible senior notes $ 320,030 |