Convertible Senior Notes | 9. Convertible Senior Notes 2025 Convertible Senior Notes and Capped Call Options In June 2020, the Company issued $ 400 million aggregate principal amount of 0.375 % convertible senior notes due June 1, 2025 (the “2025 Notes”) in a private offering and an additional $ 60 million aggregate principal amount of the 2025 Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers. Each $ 1,000 of principal amount of the 2025 Notes will initially be convertible into 3.5396 shares of the Company’s common stock (the “Conversion Option of the 2025 Notes”), which is equivalent to an initial conversion price of approximately $ 282.52 per share, subject to adjustment upon the occurrence of certain specified events. On or after March 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2025 Notes at any time. The 2025 Notes will be convertible at the option of the holders prior to the close of business on the business day immediately preceding March 1, 2025 under certain circumstances as described in the indenture governing the 2025 Notes (the “Indenture”). Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The Company expects to settle the principal amount of the 2025 Notes in cash. Because the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter ended September 30, 2021 was equal to or greater than 130 % of the applicable conversion price on each applicable trading day, the 2025 Notes are convertible at the option of the holders thereof during the calendar quarter ending December 31, 2021. As of October 29, 2021, the Company has not received any material conversion notices for the 2025 Notes. The net carrying amount of the liability component of the 2025 Notes is as follows: As of September 30, 2021 As of December 31, 2020 (in thousands) Principal $ 460,000 $ 460,000 Unamortized debt discount ( 75,291 ) ( 88,756 ) Unamortized issuance costs ( 5,914 ) ( 6,973 ) Net carrying amount $ 378,795 $ 364,271 The net carrying amount of the equity component of the 2025 Notes is as follows: As of September 30, 2021 As of December 31, 2020 (in thousands) Debt discount for conversion option $ 98,730 $ 98,730 Issuance costs ( 2,120 ) ( 2,120 ) Net carrying amount $ 96,610 $ 96,610 Interest expense related to the 2025 Notes is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) Contractual interest expense $ 431 $ 431 $ 1,294 $ 556 Amortization of debt discount 4,573 4,320 13,474 5,538 Amortization of issuance costs 359 339 1,059 435 Total interest expense $ 5,363 $ 5,090 $ 15,827 $ 6,529 In connection with the offering of the 2025 Notes, the Company purchased capped call options (“Capped Call Options”) with respect to its common stock for $ 50.6 million. The Capped Call Options are purchased call options that give the Company the option to purchase up to approximately 1.6 million shares of its common stock for $ 282.52 per share, which corresponds to the approximate initial conversion price of the 2025 Notes. The Capped Call Options were purchased in order to offset potential dilution to the Company’s common stock upon any conversion of the 2025 Notes, subject to a cap of $ 426.44 per share, and expire concurrently with the 2025 Notes. The $ 50.6 million paid for the Capped Call Options are recorded in stockholders’ equity as a reduction in additional paid-in capital and are not accounted for as separate derivative financial instruments. 2022 Convertible Senior Notes, Convertible Note Hedge and Warrant In May 2017, the Company issued $ 350 million aggregate principal amount of 0.25 % convertible senior notes due June 1, 2022 in a private offering and an additional $ 50 million aggregate principal amount of such notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (the “2022 Notes”). Each $ 1,000 principal amount of the 2022 Notes will initially be convertible into 10.5519 shares of the Company’s common stock (the “Conversion Option of the 2022 Notes”), which is equivalent to a conversion price of approximately $ 94.77 per share, under certain circumstances, subject to adjustment upon the occurrence of specified events. On or after February 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time. The 2022 Notes are convertible at the option of the holders prior to the close of business on the business day immediately preceding February 1, 2022 under certain circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election. The Company expects to settle the principal amount of the 2022 Notes in cash. Because the last reported sale price of the Company’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter ended September 30, 2021 was equal to or greater than 130 % of the applicable conversion price on each applicable trading day, the 2022 Notes are convertible at the option of the holders thereof during the calendar quarter ending December 31, 2021 . In the third quarter of 2021, the Company settled $ 46.4 million of principal balance of the 2022 Notes in cash. The Company compared the consideration attributed to the fair value of the debt component with the carrying value of the d ebt component, which includes the proportionate amounts of the unamortized debt discount and the remaining unamortized debt issuance costs and recorded a loss on early extinguishment of $ 1.7 million for the three months ended September 30, 2021 and $ 4.8 million for th e nine months ended September 30, 2021 within interest expense on the Company’s statements of operations. As of October 29, 2021, the Company has received conversion notices for approximately $ 2.8 million of the principal balance of the 2022 Notes, which will be settled in cash during the quarter ended December 31, 2021. The 2022 Notes are classified as short-term debt and the equity component of the 2022 Notes is classified as additional paid-in capital. As of September 30, 2021 , $ 22.2 million of principal remains outstanding on the 2022 Notes. In connection with the offering of the 2022 Notes, the Company entered into convertible note hedge transactions (the “Convertible Note Hedges”) with certain counterparties in which the Company has the option to purchase (subject to adjustment for certain specified events) up to approximately 4.2 million shares of the Company’s common stock at a price of approximately $ 94.77 per share. The Convertible Note Hedges will be settled in cash or shares, or any combination thereof, in accordance with the settlement method of the 2022 Notes in excess of the par amount, and are expected to settle concurrently with the conversion of the 2022 Notes. In addition, the Company sold warrants (the “Warrants”) to certain bank counterparties whereby the holders of the Warrants have the option to initially purchase (subject to adjustment for certain specified events) a total of approximately 4.2 million shares of the Company’s common stock at a price of $ 115.8 per share. The amount by which the settlement price exceeds the strike price may be settled in shares or cash at the Company’s election. The Warrants are expected to settle three business days from each trading day commencing on September 1, 2022 and ending on the 79th trading day thereafter. During the three months ended September 30, 2021 , the Company exercised and net-share-settled a portion of the Convertible Note Hedges, corresponding to approximately $ 46.4 million in principal amount of 2022 Notes and received approximately 0.4 million shares of common stock and an immaterial cash payment. During the nine months ended September 30, 2021 , the Company exercised and net-share-settled a portion of the Convertible Note Hedges, corresponding to approximately $ 103.6 million in principal amount of 2022 Notes and received approximately 0.9 million shares of common stock and a $ 0.7 million cash payment. As of September 30, 2021 , Convertible Note Hedges giving the Company the option to purchase approximately 0.2 million shares of the Company’s common stock and Warrants giving certain counterparties the option to acquire up to 1.3 million shares of the Company’s common stock remain outstanding. The net carrying amount of the liability component of the 2022 Notes is as follows: As of September 30, 2021 As of December 31, 2020 (in thousands) Principal $ 22,207 $ 125,839 Unamortized debt discount ( 875 ) ( 10,397 ) Unamortized issuance costs ( 63 ) ( 777 ) Net carrying amount $ 21,269 $ 114,665 The net carrying amount of the equity component of the 2022 Notes is as follows: As of September 30, 2021 As of December 31, 2020 (in thousands) Debt discount for conversion option $ 5,885 $ 33,349 Issuance costs ( 158 ) ( 898 ) Net carrying amount $ 5,727 $ 32,451 Interest expense related to the 2022 Notes is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 (in thousands) (in thousands) Contractual interest expense $ 26 $ 80 $ 142 $ 534 Amortization of debt discount 623 1,737 3,333 11,366 Amortization of issuance costs 47 130 249 849 Total interest expense $ 696 $ 1,947 $ 3,724 $ 12,749 |