Convertible Senior Notes | Convertible Senior Notes 2024 Notes As of June 30, 2024, the Company had $250.0 million aggregate principal amount of our 0.125% Convertible Senior Notes due in 2024 (the “2024 Notes”) outstanding. On August 1, 2024, the scheduled maturity date of the 2024 Notes, the Company repaid the total outstanding $250.0 million aggregate principal amount of the 2024 Notes with cash on hand. Refer to Note 15 - “Subsequent Events,” for further discussion on the repayment. As of June 30, 2024, the 2024 Notes consisted of the following (in thousands): June 30, December 31, Liability: Principal $ 250,000 $ 250,000 Unamortized debt issuance costs (112) (767) Net carrying amount (1) $ 249,888 $ 249,233 (1) Net carrying amount as of June 30, 2024 presented within total current liabilities on the condensed consolidated balance sheet. The effective interest rate of the 2024 Notes, excluding the conversion option, was 0.65%. The Company carried the 2024 Notes at face value less unamortized debt issuance costs on the accompanying condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value was determined based on the actual bids and offers of the 2024 Notes in an over-the-counter market on the last trading day of the period. The estimated fair value of the 2024 Notes, based on a market approach at June 30, 2024, was approximately $226.9 million, which represents a Level 2 valuation. During the quarter ended June 30, 2024, the Company recognized $0.3 million of interest expense related to the amortization of debt issuance costs and $0.1 million of coupon interest expense. During the quarter ended June 30, 2023, the Company recognized $0.3 million of interest expense related to the amortization of debt issuance costs and $0.1 million of coupon interest expense. During the six months ended June 30, 2024, the Company recognized $0.7 million of interest expense related to the amortization of debt issuance costs and $0.2 million of coupon interest expense. During the six months ended June 30, 2023, the Company recognized $0.6 million of interest expense related to the amortization of debt issuance costs and $0.2 million of coupon interest expense. The 2024 Notes were convertible at June 30, 2024 and remained convertible until the close of business on the second scheduled trading day immediately preceding the maturity date. In connection with the offering of the 2024 Notes, the Company entered into privately negotiated capped call transactions (the “2024 Capped Calls”). There have been no changes to the condition of the 2024 Capped Calls since December 31, 2023, and the 2024 Capped Calls were still outstanding as of June 30, 2024. 2026 Notes In connection with the issuance of the 2029 convertible senior notes in May 2024 (see “2029 Notes” below), the Company used approximately $662.6 million of the net proceeds from the offering of the 2029 Notes, as well as liquid investments on hand of $185.9 million to repurchase $919.8 million aggregate principal amount of the outstanding 2026 Notes (the “2026 Notes”). The difference between the consideration paid and the carrying value of the repurchased 2026 Notes, inclusive of any unamortized debt issuance costs, was recognized as a gain on extinguishment of $65.1 million in other income in the unaudited condensed consolidated statement of operations for the quarter and six months ended June 30, 2024. As of June 30, 2024, the Company had $230.2 million aggregate principal amount of our 0.00% 2026 Notes outstanding. The 2026 Notes consisted of the following (in thousands): June 30, December 31, Liability: Principal $ 230,196 $ 1,150,000 Unamortized debt issuance costs (1,457) (9,392) Net carrying amount $ 228,739 $ 1,140,608 The effective interest rate of the 2026 Notes, excluding the conversion option, was 0.37%. The Company carries the 2026 Notes at face value less unamortized debt issuance costs on the accompanying condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value was determined based on the actual bids and offers of the 2026 Notes in an over-the-counter market on the last trading day of the period. The estimated fair value of the 2026 Notes, based on a market approach at June 30, 2024, was approximately $210.8 million, which represents a Level 2 valuation. During the quarter and six months ended June 30, 2024 the Company recognized interest expense related to the amortization of debt issuance costs of $0.7 million and $1.8 million, respectively. During the quarter and six months ended June 30, 2023, the Company recognized interest expense related to the amortization of debt issuance costs of $1.1 million and $2.1 million, respectively. The 2026 Notes were not convertible at June 30, 2024. It is the Company’s current intent to settle conversions of the 2026 Notes through “combination settlement”, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares, cash, or a combination for any further value. In connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the “2026 Capped Calls”). Apart from the partial extinguishment, there have been no changes to the condition of the 2026 Notes since December 31, 2023, and the 2026 Capped Calls were unchanged and still outstanding as of June 30, 2024. 2029 Notes On May 24, 2024 and June 5, 2024, the Company issued $600.0 million aggregate principal amount, and additional aggregate principal amount in connection with the initial purchasers’ option of $75.0 million, respectively, of 1.00% Convertible Senior Notes due 2029 (the “2029 Notes” and, together with the 2024 Notes and the 2026 Notes, the “Notes”), in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Securities Act”). The 2029 Notes were sold to the initial purchasers pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. The 2029 Notes were issued pursuant to an indenture (the “2029 Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Interest on the 2029 Notes is payable semi-annually in cash at a rate of 1.00% per annum on June 1 and December 1 of each year, beginning on December 1, 2024. The 2029 Notes will mature on June 1, 2029, unless redeemed, repurchased, or converted prior to such date in accordance with their terms. The initial conversion rate of the 2029 Notes is 14.6047 shares of common stock per $1,000 principal amount of the 2029 Notes, equivalent to an initial conversion price of approximately $68.47 per share of common stock. The conversion rate is subject to adjustment for certain events. Upon conversion, the Company will pay, or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. It is the Company’s current intent to settle conversions of the 2029 Notes through “combination settlement”, which involves repayment of the principal portion in cash and any excess of the conversion value over the principal amount in shares, cash, or a combination for any further value. Prior to the close of business on the business day immediately preceding March 1, 2029, the 2029 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2024, and only during such calendar quarter, if the last reported sale price of the 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 greater than or equal to 130% of the conversion price for the 2029 Notes on each applicable trading day; (2) during the five business-day period after any five consecutive trading-day period in which the trading price per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Common Stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the 2029 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events set forth in the 2029 Indenture. If the Company undergoes a fundamental change, as described in the 2029 Indenture, prior to the maturity date, holders may require the Company to repurchase all or a portion of the 2029 Notes for cash at a price equal to 100% of the principal amount of the 2029 Notes to be repurchased, plus any accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date. The 2029 Notes are the Company’s 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 2029 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment 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 2029 Indenture contains customary events of default with respect to the 2029 Notes and provides that upon certain events of default occurring and continuing, the Trustee may, and the Trustee at the request of holders of at least 25% in principal amount of the 2029 Notes shall, declare all principal and accrued and unpaid interest, if any, of the 2029 Notes to be due and payable. In case of certain events of bankruptcy, insolvency or reorganization, involving the Company, all of the principal of, and accrued and unpaid interest on the 2029 Notes will automatically become due and payable. The 2029 Notes consisted of the following (in thousands): June 30, December 31, Liability: Principal $ 675,000 $ — Unamortized debt issuance costs (12,760) — Net carrying amount $ 662,240 $ — The effective interest rate of the 2029 Notes, excluding the conversion option, was 1.40%. The Company carries the 2029 Notes at face value less unamortized debt issuance costs on the accompanying condensed consolidated balance sheets and presents the fair value for disclosure purposes only. The estimated fair value was determined based on the actual bids and offers of the 2029 Notes in an over-the-counter market on the last trading day of the period. The estimated fair value of the 2029 Notes, based on a market approach at June 30, 2024, was approximately $653.2 million, which represents a Level 2 valuation. During the quarter and six months ended June 30, 2024 the Company recognized $0.3 million and $0.7 million of coupon interest expense related to the amortization of debt issuance costs. The 2029 Notes were not convertible at June 30, 2024. In connection with the offering of the 2029 Notes, the Company entered into capped call transactions (the “2029 Capped Calls” and together with the 2024 and 2026 Capped Calls, the “Capped Calls”) with certain counterparties at a cost of approximately $59.7 million, which was recorded as a reduction of the Company’s additional paid-in capital in the accompanying unaudited condensed consolidated financial statements. Under the 2029 Capped Calls, the Company purchased capped call options that initially cover in the aggregate the total number of shares of the Company’s common stock that initially underlie the 2029 Notes, with an exercise price equal to the initial conversion price of the 2029 Notes, and a cap price of $92.17 per share of common stock, subject to certain adjustments under the terms of the 2029 Capped Calls. By entering into the 2029 Capped Calls, the Company expects to reduce the potential dilution to its common stock upon any conversion of the 2029 Notes (or, in the event a conversion of the 2029 Notes is settled in cash, to reduce its cash payment obligation) in the event that at the time of conversion of the 2029 Notes, the market value per share of its common stock exceeds the conversion price of the 2029 Notes, with such reduction subject to the cap price. The cost of the 2029 Capped Calls is not expected to be tax deductible as the Company did not elect to integrate the 2029 Capped Calls into the 2029 Notes for tax purposes. |