Convertible Senior Notes, Net | Convertible Senior Notes, Net 2023 Convertible Senior Notes The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.25% per year. Interest is payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. The 2023 Notes mature on February 15, 2023 unless earlier repurchased or converted. The Company may not redeem the 2023 Notes prior to maturity. There have been no changes to the terms of the 2023 Notes, Note Hedges (as defined below), or Warrants (as defined below) from those disclosed in the Company’s Form 10-K for the fiscal year ended January 31, 2022. The 2023 Notes are currently convertible at the option of the holders, in whole or in part, as of October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the conversion conditions. The 2023 Notes are classified as current liabilities on the condensed consolidated balance sheet as of October 31, 2022. As of October 31, 2022, $5.2 million of principal remained outstanding on the 2023 Notes. During the three months ended October 31, 2022, the Company did not settle any of the 2023 Notes and during the nine months ended October 31, 2022, the Company issued approximately 0.2 million shares of Class A common stock and paid an immaterial amount in cash to settle approximately $12.0 million principal amount of 2023 Notes. During the year ended January 31, 2022, the Company issued approximately 0.5 million shares of Class A common stock and paid an immaterial amount in cash to settle approximately $23.0 million principal amount of 2023 Notes. As of October 31, 2022, the effective interest rate on the 2023 Notes was 0.85%. As of October 31, 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2023 Notes was 5.68%. The following table sets forth total interest expense recognized related to the 2023 Notes: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (dollars in thousands) Contractual interest expense $ 3 $ 9 $ 14 $ 43 Amortization of debt issuance costs 8 22 35 84 Amortization of debt discount (1) — 213 — 837 Total $ 11 $ 244 $ 49 $ 964 (1) Not applicable subsequent to adoption of ASU 2020-06. The net carrying amount of the 2023 Notes consisted of the following: As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Liability component: Principal $ 5,226 $ 17,228 Less: unamortized debt issuance costs and debt discount (1) (9) (1,034) Net carrying amount $ 5,217 $ 16,194 As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Equity component: (1) 2023 Notes $ — $ 3,993 Less: issuance costs — (116) Carrying amount of the equity component (2) $ — $ 3,877 (1) Subsequent to the adoption of ASU 2020-06 under the modified retrospective method, the equity component and debt discount are eliminated. (2) Included in the January 31, 2022 condensed consolidated balance sheet within Additional paid-in capital. Note Hedges In connection with the pricing of the 2023 Notes, the Company entered into convertible note hedges with respect to its Class A common stock (the “Note Hedges”). The Note Hedges are purchased call options that give the Company the option to purchase shares, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, of its Class A common stock for approximately $48.36 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2023 Notes, exercisable upon conversion of the 2023 Notes. The Note Hedges will expire in 2023, if not exercised earlier. The Note Hedges are separate transactions and are not part of the terms of the 2023 Notes. During the three months ended October 31, 2022, the Company did not settle any Note Hedges and during the nine months ended October 31, 2022, the Company exercised and net-share-settled Note Hedges corresponding to approximately $12.0 million principal amount of 2023 Notes and received approximately 0.1 million shares of Class A common stock and an immaterial cash payment. As of October 31, 2022, Note Hedges giving the Company the option to purchase approximately 0.1 million shares (subject to adjustment) remained outstanding. Warrants In connection with the issuance of the 2023 Notes, the Company entered into separate warrant transactions pursuant to which it sold net-share-settled (or, at the Company’s election subject to certain conditions, cash-settled) warrants (the “Warrants”) to acquire shares, subject to anti-dilution adjustments, over 80 scheduled trading days beginning in May 2023 of the Company’s Class A common stock at an initial exercise price of approximately $68.06 per share (subject to adjustment). The Warrants are separate transactions and are not part of the terms of the 2023 Notes or the Note Hedges. As of October 31, 2022, Warrants to acquire up to approximately 1.0 million shares (subject to adjustment) remained outstanding. 2025 Convertible Senior Notes The 2025 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.125% per year. Interest is payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2025 Notes mature on September 1, 2025 unless earlier redeemed, repurchased or converted. There have been no changes to the terms of the 2025 Notes or 2025 Capped Calls (as defined below) from those disclosed in the Company’s Form 10-K for the fiscal year ended January 31, 2022. As of October 31, 2022, the conditions allowing holders of the 2025 Notes to convert were not met, and as a result, the 2025 Notes were classified as noncurrent liabilities on the condensed consolidated balance sheet. As of October 31, 2022, the effective interest rate on the 2025 Notes was 0.43%. As of October 31, 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2025 Notes was 4.10%. The following table sets forth total interest expense recognized related to the 2025 Notes: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (dollars in thousands) Contractual interest expense $ 332 $ 332 $ 994 $ 994 Amortization of debt issuance costs 809 581 2,424 1,705 Amortization of debt discount (1) — 8,878 — 26,368 Total $ 1,141 $ 9,791 $ 3,418 $ 29,067 (1) Not applicable subsequent to adoption of ASU 2020-06. The net carrying amount of the 2025 Notes consisted of the following: As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Liability component: Principal $ 1,059,997 $ 1,059,997 Less: unamortized debt issuance costs and debt discount (1) (9,239) (149,333) Net carrying amount $ 1,050,758 $ 910,664 As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Equity component: (1) 2025 Notes $ — $ 221,387 Less: issuance costs — (4,040) Carrying amount of the equity component (2) $ — $ 217,347 (1) Subsequent to the adoption of ASU 2020-06 under the modified retrospective method, the equity component and debt discount are eliminated. (2) Included in the January 31, 2022 condensed consolidated balance sheet within Additional paid-in capital. 2025 Capped Calls In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2025 Capped Calls”). The 2025 Capped Calls are purchased call options that give the Company the option to purchase approximately 5.6 million shares, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, of its Class A common stock for approximately $188.71 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $255.88 per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are separate transactions and are not part of the terms of the 2025 Notes. 2026 Convertible Senior Notes The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375% per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted. There have been no changes to the terms of the 2026 Notes or 2026 Capped Calls (as defined below) from those disclosed in the Company’s Form 10-K for the fiscal year ended January 31, 2022. As of October 31, 2022, the conditions allowing holders of the 2026 Notes to convert were not met, and as a result, the 2026 Notes were classified as noncurrent liabilities on the condensed consolidated balance sheet. As of October 31, 2022, the effective interest rate on the 2026 Notes was 0.60%. As of October 31, 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2026 Notes was 5.75%. The following table sets forth total interest expense recognized related to the 2026 Notes: Three Months Ended Nine Months Ended 2022 2021 2022 2021 (dollars in thousands) Contractual interest expense $ 1,078 $ 1,078 $ 3,234 $ 3,234 Amortization of debt issuance costs 628 364 1,881 1,056 Amortization of debt discount (1) — 11,640 — 34,428 Total $ 1,706 $ 13,082 $ 5,115 $ 38,718 (1) Not applicable subsequent to adoption of ASU 2020-06. The net carrying amount of the 2026 Notes consisted of the following: As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Liability component: Principal $ 1,150,000 $ 1,150,000 Less: unamortized debt issuance costs and debt discount (1) (9,211) (244,950) Net carrying amount $ 1,140,789 $ 905,050 As of October 31, 2022 As of January 31, 2022 (dollars in thousands) Equity component: (1) 2026 Notes $ — $ 310,311 Less: issuance costs — (4,090) Carrying amount of the equity component (2) $ — $ 306,221 (1) Subsequent to the adoption of ASU 2020-06 under the modified retrospective method, the equity component and debt discount are eliminated. (2) Included in the January 31, 2022 condensed consolidated balance sheet within Additional paid-in capital. 2026 Capped Calls In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock (the “2026 Capped Calls”). The 2026 Capped Calls are purchased call options that give the Company the option to purchase approximately 4.8 million shares, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, of its Class A common stock for approximately $238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. |