Notes Payable | Notes Payable Long-term debt consisted of the following: As of As of March 31, December 31, 2021 2020 (In thousands) 2029 Senior Notes (1) Principal $ 500,000 $ — Unamortized discount (6,209) — Unamortized issuance costs (1,213) — Net carrying amount 492,578 — 2031 Senior Notes (1) Principal 500,000 — Unamortized discount (6,219) — Unamortized issuance costs (1,216) — Net carrying amount 492,565 — Convertible Senior Notes (2) Principal 261,570 343,702 Unamortized discount (26,455) (38,406) Unamortized issuance costs (2,210) (3,228) Net carrying amount 232,905 302,068 Total long-term debt $ 1,218,048 $ 302,068 (1) 2029 and 2031 Senior Notes In March 2021, the Company issued $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). Initially, none of the Company's subsidiaries guaranteed the Notes. However, under certain circumstances in the future the Notes can be guaranteed by each of the Company's material domestic subsidiaries. The 2029 Notes and 2031 Notes will mature on March 15, 2029, and March 15, 2031, respectively. Interest payments are payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2021. The aggregate net proceeds from offering of the Notes were approximately $985.1 million, after deducting underwriting discounts and issuance costs, paid and payable by the Company. The issuance costs of $2.4 million will be amortized into interest expense using the effective interest method over the term of the Notes. The Company may voluntarily redeem the 2029 Notes, in whole or in part, under the following circumstances: (1) at any time prior to March 15, 2024 with the net cash proceeds received by the Company from an equity offering at a redemption price equal to 103.625% of the principal amount, provided the aggregate principal amount of all such redemptions does not exceed 40% of the original aggregate principal amount of the 2029 Notes. Such redemption shall occur within 180 days after the closing of an equity offering and at least 50% of the then-outstanding aggregate principal amount of the 2029 Notes shall remain outstanding, unless all 2029 Notes are redeemed concurrently; (2) at any time prior to March 15, 2024 at 100% of the principal amount, plus a “make-whole” premium; (3) at any time on or after March 15, 2024 at a prepayment price equal to 101.813% of the principal amount; (4) at any time on or after March 15, 2025 at a prepayment price equal to 100.906% of the principal amount; and (5) at any time on or after March 15, 2026 at a prepayment price equal to 100.000% of the principal amount; in each case, the redemption will include the accrued and unpaid interest, as applicable. The Company may voluntarily redeem the 2031 Notes, in whole or in part, under the following circumstances: (1) at any time prior to March 15, 2024 with the net cash proceeds received by the Company from an equity offering at a redemption price equal to 103.875% of the principal amount, provided the aggregate principal amount of all such redemptions does not to exceed 40% of the original aggregate principal amount of the 2031 Notes. Such redemption shall occur within 180 days after the closing of an equity offering and at least 50% of the then-outstanding aggregate principal amount of the 2031 Notes shall remain outstanding, unless all 2031 Notes are redeemed concurrently; (2) at any time prior to March 15, 2026 at 100% of the principal amount, plus a “make-whole” premium; (3) at any time on or after March 15, 2026 at a prepayment price equal to 101.938% of the principal amount; (4) at any time on or after March 15, 2027 at a prepayment price equal to 101.292% of the principal amount; (5) at any time on or after March 15, 2028 at a prepayment price equal to 100.646% of the principal amount; and (6) at any time on or after March 15, 2029 at a prepayment price equal to 100.000% of the principal amount; in each case, the redemption will include accrued and unpaid interest, as applicable. The Notes are unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes that the Company may incur in the future and equal in right of payment with the Company’s existing and future liabilities that are not subordinated. In certain circumstances involving a change of control event, the Company will be required to make an offer to repurchase all, or, at the holder's option, any part, of each holder's notes of that series at 101% of the aggregate principal amount, plus accrued and unpaid interest, as applicable. The indenture governing the Notes (the “Indenture”) contains covenants limiting the Company's ability and the ability of its subsidiaries to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of its assets to another person. These covenants are subject to a number of limitations and exceptions. Certain of these covenants will not apply during any period in which the Notes are rated investment grade by either Moody's Investors Service, Inc. or Standard & Poor's Ratings Services. For the three months ended March 31, 2021, the interest expense recognized related to the 2029 Notes and 2031 Notes was as follows: 2029 Notes 2031 Notes (In thousands) Contractual interest expense $ 1,120 $ 1,197 Amortization of debt discount and issuance costs 49 37 Total interest expense $ 1,169 $ 1,234 As of March 31, 2021, the Company was in compliance with all of its financial covenants under the Indenture. (2) Convertible Senior Notes and Capped Call Transactions In May 2018, the Company issued $550.0 million aggregate principal amount of 0.25% convertible senior notes due 2023 in a private placement, including $75.0 million aggregate principal amount of such Notes pursuant to the exercise in full of the over-allotment options of the initial purchasers (collectively, the “Convertible Notes”). The interest on the Convertible Notes is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2018. The Convertible Notes may bear special interest under specified circumstances relating to the Company’s failure to comply with its reporting obligations under the indenture relating to the issuance of Convertible Notes (the “Convertible Notes Indenture”) or if the Convertible Notes are not freely tradeable as required by the Convertible Notes Indenture. The Convertible Notes will mature on June 1, 2023, unless earlier repurchased or redeemed by the Company or converted pursuant to their terms. The total net proceeds from the debt offering, after deducting initial purchaser discounts and debt issuance costs paid by us were approximately $537.0 million. Each $1,000 principal amount of the Convertible Notes is initially convertible into 14.104 shares of the Company’s Class A common stock par value $0.001, which is equivalent to an initial conversion price of approximately $70.90 per share. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a make-whole fundamental change, as defined in the Convertible Notes Indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or during the relevant redemption period. Prior to the close of business on the business day immediately preceding March 1, 2023, the Convertible Notes may be convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2018, and only during such calendar quarter, if the last reported sale price of the Class A common stock for at least 20 trading days (whether or not consecutive) in a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is more than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business days period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of Convertible Notes for such trading day was less than 98% of the product of the last reported sale price of the Class A common stock and the conversion rate on each such trading day; (3) upon the Company’s notice that it is redeeming any or all of the Convertible Notes; or (4) upon the occurrence of specified corporate events. On or after March 1, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Convertible Notes may, at their option, convert all or a portion of their Convertible Notes regardless of the foregoing conditions. Upon conversion, the Company may pay or deliver, as the case may be, cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company’s election. It is the Company’s current intent to settle the principal amount of the Convertible Notes in shares of Class A common stock if a conversion were to occur. During the three months ended March 31, 2021, the conditional conversion feature of the Convertible Notes was triggered as the last reported sale price of the Company's Class A common stock was more than or equal to 130% of the conversion price for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on March 31, 2021 (the last trading day of the calendar quarter), and therefore the Convertible Notes are currently convertible, in whole or in part, at the option of the holders between April 1, 2021 through June 30, 2021. Whether the Convertible Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. The Company continues to classify the Convertible Notes as a long-term liability in its condensed consolidated balance sheet as of March 31, 2021, based on contractual settlement provisions. The Company may redeem the Convertible Notes, in whole or in part, at its option, on or after June 1, 2021 but before the 35th scheduled trading day before the maturity date, at a cash redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, if the last reported sale price of the Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately before the date the redemption notices were sent; and the trading day immediately before such notices were sent. No sinking fund is provided for the Convertible Notes. Upon the occurrence of a fundamental change (as defined in the Convertible Notes Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the Convertible Notes for cash at a price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment with the Company’s existing and future liabilities that are not so subordinated; effectively subordinated to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of current or future subsidiaries of the Company. The foregoing description is qualified in its entirety by reference to the text of the Convertible Notes Indenture and the form of 0.25% convertible senior notes due 2023, which were filed as exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and are incorporated herein by reference. In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was $119.4 million and was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense at an annual effective interest rate of 5.7% over the contractual terms of the Convertible Notes. In accounting for the transaction costs related to the Convertible Notes, the Company allocated the total amount incurred to the liability and equity components of the Convertible Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component were approximately $10.2 million, were recorded as an additional debt discount and are amortized to interest expense using the effective interest method over the contractual terms of the Convertible Notes. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity. In the three months ended March 31, 2021, the Company converted $82.1 million aggregate principal amount of the Convertible Notes by issuing 1,158,381 shares of its Class A common stock. Of the $422.7 million total value of these transactions, $342.7 million and $80.1 million were allocated to the equity and liability components, respectively, utilizing an effective interest rate to determine the fair value of the liability component. The selected interest rate reflects the Company's incremental borrowing rate, adjusted for the Company's credit standing on nonconvertible debt with similar maturity. The extinguishment of these Convertible Notes resulted in a $7.6 million loss that is included in other expenses, net, in the accompanying condensed consolidated statement of operations. The net carrying amount of the equity component of the Convertible Notes was as follows: As of As of March 31, December 31, 2021 2020 (In thousands) Proceeds allocated to the conversion options (debt discount) $ 56,801 $ 74,636 Issuance costs (2,819) (2,819) Net carrying amount $ 53,982 $ 71,817 The following table sets forth the interest expense recognized related to the Convertible Notes: Three Months Ended 2021 2020 (In thousands) Contractual interest expense $ 170 $ 344 Amortization of debt issuance costs 259 484 Amortization of debt discount 3,028 5,694 Total interest expense $ 3,457 $ 6,522 |