Convertible Senior Notes | Convertible Senior Notes The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands): Month Issued Maturity Date Original Principal (including over-allotment) Coupon Interest Rate Effective Interest Rate Conversion Rate Initial Conversion Price 2023 Notes May 2018 June 1, 2023 $ 230,000 0.5 % 7.00 % $ 22.5572 $ 44.33 2024 Notes August 2019 August 1, 2024 $ 400,000 0.5 % 4.96 % $ 5.2809 $ 189.36 2026 Notes August 2019 August 1, 2026 $ 400,000 1.0 % 5.41 % $ 5.2809 $ 189.36 2023 Notes In May and June 2018, we sold $230.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2023, or the 2023 Notes, including the initial purchasers’ exercise in full of their option to purchase an additional $30.0 million of the 2023 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, or the Act. The 2023 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on June 1 and December 1 of each year beginning December 1, 2018. Prior to the close of business on the business day immediately preceding March 1, 2023, or the 2023 Conversion Date, the 2023 Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate is subject to customary adjustments for certain events as described in the indenture between us and U.S. Bank National Association, as trustee, or the 2023 Notes Indenture. Upon conversion, the 2023 Notes may be settled in shares of our Class A common stock, cash or a combination of cash and shares of our Class A common stock, at our election. It is our current intent to settle the principal amount of the 2023 Notes with cash. During the three months ended September 30, 2019, a portion of the 2023 Notes were exchanged, as further discussed below. As of September 30, 2019 , the if-converted value of the 2023 Notes exceeded its principal amount by $120.6 million . Prior to the close of business on the business day immediately preceding the 2023 Conversion Date, the 2023 Notes are convertible at the option of the holders under the following circumstances: • during any calendar quarter commencing after the calendar quarter subsequent to the calendar quarter in which the 2023 Notes were issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the 2023 Notes on each trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2023 Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate of the 2023 Notes on such trading day; or • upon the occurrence of specified corporate events described in the 2023 Notes Indenture. For at least 20 trading days during the period of 30 consecutive trading days ending September 30, 2019 , the last reported sale price of our Class A common stock was greater than or equal to 130% of the conversion price of the 2023 Notes on each applicable trading day. As a result, the 2023 Notes are convertible at the option of the holders during the quarter ending December 31, 2019 and were classified as current liabilities on the condensed consolidated balance sheet as of September 30, 2019. As of the date of this filing, none of the holders of the 2023 Notes have submitted requests for conversion. 2023 Capped Call Transactions In connection with the pricing of the 2023 Notes, we entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers of the 2023 Notes and other financial institutions. The capped call transactions are expected generally to reduce or offset potential dilution to holders of our common stock and/or offset the potential cash payments that we could be required to make in excess of the principal amount upon any conversion of the 2023 Notes under certain circumstances, with such reduction and/or offset subject to a cap based on the cap price. Under the capped call transactions, we purchased capped call options that in the aggregate relate to the total number of shares of our Class A common stock underlying the 2023 Notes, with an initial strike price of approximately $44.33 per share, which corresponds to the initial conversion price of the 2023 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2023 Notes, and have a cap price of $62.22 per share. The cost of the purchased capped calls of $19.1 million was recorded as a reduction to additional paid-in-capital in our condensed consolidated balance sheet during the three months ended June 30, 2018. We elected to integrate the capped call options with the 2023 Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $19.1 million gross cost of the purchased capped calls will be deductible for income tax purposes as original discount interest over the term of the 2023 Notes. We recorded a deferred tax asset of $4.6 million , which represents the tax benefit of these deductions with an offsetting entry to additional paid-in capital. In connection with the exchange agreements discussed below, we terminated a corresponding portion of the existing capped call transactions that we entered into in connection with the issuance of the 2023 Notes, which resulted in the net share settlement and our receipt and retirement of 285,466 shares of Class A common stock. Exchange of 2023 Notes In connection with the issuance of the 2024 & 2026 Notes discussed below, we entered into exchange agreements with certain holders of our outstanding 2023 Notes and, using a portion of the net proceeds from the issuance of the 2024 & 2026 Notes, we exchanged $145.2 million principal amount, together with accrued and unpaid interest thereon, of the 2023 Notes for aggregate consideration of $145.4 million in cash, representing the principal and accrued interest of the exchanged 2023 Notes, and 2.2 million shares of Class A common stock. The exchange agreements were accounted for as an induced conversion, resulting from the issuance of shares of Class A common stock in excess of the shares that would have been issuable under the terms of the original 2023 Notes. This exchange resulted in a loss on induced conversion and debt extinguishment of $20.5 million , consisting of (i) a $8.2 million market premium representing the excess of the fair value of the total consideration delivered over the fair value of the Class A common stock issuable for the principal amount exchanged pursuant to the original conversion terms and (ii) $12.3 million representing the difference between the fair value and the carrying value, net of unamortized issuance costs, of the liability component of the exchanged 2023 Notes. 2024 & 2026 Notes In August 2019, we sold $400.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2024, or the 2024 Notes, and $400.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due 2026, or the 2026 Notes, including the initial purchasers’ exercise in full of their options to purchase an additional $50.0 million of the 2024 Notes and an additional $50.0 million of the 2026 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Act. The 2024 Notes and the 2026 Notes are together referred to as the 2024 & 2026 Notes, and the 2023 Notes and the 2024 & 2026 Notes are collectively referred to as the Notes. The 2024 & 2026 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on February 1 and August 1 of each year beginning February 1, 2020. Prior to the close of business on the business day immediately preceding May 1, 2024, or the 2024 Conversion Date, in the case of the 2024 Notes and May 1, 2026, or the 2026 Conversion Date, in the case of the 2026 Notes, the 2024 & 2026 Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the relevant maturity date. The conversion rate is subject to customary adjustments for certain events as described in the indentures between us and U.S. Bank National Association, as trustee, or the 2024 Notes Indenture, in the case of the 2024 Notes, or the 2026 Notes Indenture, in the case of the 2026 Notes. Upon conversion, the 2024 & 2026 Notes may be settled in shares of our Class A common stock, cash or a combination of cash and shares of our Class A common stock, at our election. It is our current intent to settle the principal amount of the 2024 & 2026 Notes with cash. Prior to the close of business on the business day immediately preceding the 2024 Conversion Date, in the case of the 2024 Notes, or the 2026 Conversion Date, in the case of the 2026 Notes, the 2024 Notes and the 2026 Notes, respectively, are convertible at the option of the holders under the following circumstances: • during any calendar quarter commencing after the calendar quarter ended December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price of the 2024 Notes or the 2026 Notes, as applicable, on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2024 Notes or the 2026 Notes, as applicable, for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate of such series of Notes on such trading day; or • upon the occurrence of specified corporate events described in the 2024 Notes Indenture or the 2026 Notes Indenture, as applicable. The 2024 & 2026 Notes are not currently convertible. We may not redeem the 2024 Notes or the 2026 Notes prior to the relevant maturity date. Holders of the 2024 & 2026 Notes have the right to require us to repurchase for cash all or a portion of their 2024 & 2026 Notes, as applicable, at 100% of their respective principal amounts, plus any accrued and unpaid interest, upon the occurrence of a fundamental change as defined in the 2024 Notes Indenture, in the case of the 2024 Notes, or the 2026 Notes Indenture, in the case of the 2026 Notes. We are also required to increase the conversion rate for holders who convert their 2024 Notes or 2026 Notes in connection with certain corporate events occurring prior to the relevant maturity date. The 2024 & 2026 Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the 2024 & 2026 Notes, equal in right of payment to the 2023 Notes and to any other existing and future indebtedness and other liabilities that are not subordinated, effectively junior in right of payment to any of our secured indebtedness and other liabilities to the extent of the value of the assets securing such indebtedness and other liabilities, and structurally junior in right of payment to all of our existing and future indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. In accounting for the issuance of the 2024 & 2026 Notes, we separated each series of the 2024 & 2026 Notes into liability and debt components. The carrying amount of the debt component for each series of the 2024 & 2026 Notes was calculated by estimating the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity component, representing the conversion option, for each series of the 2024 & 2026 Notes was determined by deducting the fair value of the debt component from the principal amount of each series of the 2024 & 2026 Notes. The difference between the principal amount of each series of the 2024 & 2026 Notes and the debt component is amortized to interest expense over the term of the 2024 Notes, in the case of the 2024 Notes, and the 2026 Notes, in the case of the 2026 Notes, using the effective interest method. The equity component, net of issuance costs and deferred tax effects, of each series of the 2024 & 2026 Notes is presented within additional paid-in-capital in our condensed consolidated balance sheet, and will not be remeasured as long as it continues to meet the requirements for equity classification. 2024 and 2026 Capped Call Transactions In connection with the pricing of the 2024 & 2026 Notes, we entered into privately negotiated capped call transactions with other financial institutions. The capped call transactions are expected generally to reduce or offset potential dilution to holders of our common stock and/or offset the potential cash payments that we could be required to make in excess of the principal amount upon any conversion of the relevant series of the 2024 & 2026 Notes under certain circumstances, with such reduction and/or offset subject to a cap based on the cap price. Under the capped call transactions, we purchased capped call options that in the aggregate relate to the total number of shares of our Class A common stock underlying the relevant series of the 2024 & 2026 Notes, with an initial strike price of approximately $189.36 per share, which corresponds to the initial conversion price of each of the 2024 & 2026 Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of each of the 2024 & 2026 Notes, and have a cap price of $315.60 per share. The cost of the purchased capped calls of $87.4 million was recorded as a reduction to additional paid-in-capital in our condensed consolidated balance sheet during the three months ended September 30, 2019. We elected to integrate the capped call options with the 2024 & 2026 Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $87.4 million gross cost of the purchased capped calls will be deductible for income tax purposes as original discount interest over the term of the relevant series of the 2024 & 2026 Notes. We recorded a deferred tax asset of $21.6 million , which represents the tax benefit of these deductions with an offsetting entry to additional paid-in capital. The Notes consisted of the following (in thousands): As of September 30, 2019 As of December 31, 2018 2023 Notes 2024 Notes 2026 Notes 2023 Notes Liability: Principal $ 84,759 $ 400,000 $ 400,000 $ 230,000 Less: debt discount and issuance costs, net of amortization (17,680 ) (76,200 ) (100,080 ) (56,353 ) Net carrying amount $ 67,079 $ 323,800 $ 299,920 $ 173,647 Equity, net of issuance costs $ 46,474 $ 69,749 $ 93,380 $ 57,251 The following table sets forth interest expense recognized related to the Notes (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 Contractual interest expense $ 1,005 $ 288 $ 1,580 $ 425 Amortization of debt issuance costs and discount 5,436 2,672 10,949 3,933 Total $ 6,441 $ 2,960 $ 12,529 $ 4,358 |