Debt | Debt Our debt consisted of the following, which comprises the current portion of certain convertible notes, our long-term convertible notes, and our long-term senior unsecured notes, each as further described below (in thousands): As of March 31, 2023 As of December 31, 2022 2023 Notes 2024 Notes 2026 Notes 2028 Notes 2023 Notes 2024 Notes 2026 Notes Liability: Principal $ 82,748 $ 400,000 $ 400,000 $ 450,000 $ 84,748 $ 400,000 $ 400,000 Less: debt discount and issuance costs, net of amortization (69) (2,292) (4,102) (9,354) (177) (2,700) (4,379) Net carrying amount $ 82,679 $ 397,708 $ 395,898 $ 440,646 $ 84,571 $ 397,300 $ 395,621 Senior Unsecured Notes In March 2023, we sold $450.0 million aggregate principal amount of our 8.75% senior notes due 2028, or the 2028 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, or the Securities Act, and outside the United States pursuant to Regulation S under the Securities Act. The 2028 Notes have not been registered, and we do not intend to register the 2028 Notes, under the Securities Act or the securities laws of any other jurisdiction. The 2028 Notes are fully and unconditionally guaranteed on a senior unsecured basis by certain of our subsidiaries. Interest on the 2028 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning September 15, 2023. Unless earlier redeemed or repurchased, the 2028 Notes will mature on March 15, 2028. The effective interest rate of the 2028 Notes is 9.27%. The Indenture governing the 2028 Notes gives us the option to redeem some or all of the 2028 Notes at the redemption prices set forth in the Indenture, together with accrued and unpaid interest, if any, to, but excluding, the date of redemption. We may make optional redemptions at prices equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus applicable “make-whole” premiums. In addition, we may redeem up to 40% of the original aggregate principal amount of the 2028 Notes using the net cash proceeds of certain equity offerings completed on or before March 15, 2025 at a redemption price of 108.75%. The 2028 Notes rank equal in right of payment to all of our and the guarantors’ existing and future senior indebtedness, including our 2023 Notes, 2024 Notes, and 2026 Notes, each as defined below, and do not contain financial covenants but include covenants that, among other things, limit our ability to grant liens on certain assets to secure debt, grant a subsidiary guarantee of certain debt without also providing a guarantee of the 2028 Notes, and consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of our assets to, another person. 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 and June 2018 June 1, 2023 $ 230,000 0.5 % 1.00 % $ 22.5572 $ 44.33 2024 Notes August 2019 August 1, 2024 $ 400,000 0.5 % 0.93 % $ 5.2809 $ 189.36 2026 Notes August 2019 August 1, 2026 $ 400,000 1.0 % 1.32 % $ 5.2809 $ 189.36 As further defined and described below, the 2024 Notes and the 2026 Notes are together referred to as the 2024 & 2026 Notes, the 2023 Notes and the 2024 & 2026 Notes are collectively referred to as the Convertible Notes, and the 2023 Notes, 2024 & 2026 Notes, and 2028 Notes are collectively referred to as the Notes. 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. 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 March 1, 2023, or the 2023 Conversion Date, in the case of the 2023 Notes, or May 1, 2024, or the 2024 Conversion Date, in the case of the 2024 Notes, or May 1, 2026, or the 2026 Conversion Date, in the case of the 2026 Notes, the respective Convertible 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 applicable conversion rate is subject to customary adjustments for certain events as described in the applicable indenture between us and U.S. Bank National Association, as trustee, or, collectively, the Indentures. Upon conversion, the Convertible 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. Prior to the close of business on the business day immediately preceding the applicable Conversion Date, the applicable series of Convertible Notes is 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 applicable series of Convertible Notes was 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 applicable conversion price of the applicable series of Convertible Notes 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 applicable series of Convertible 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 applicable conversion rate of the applicable series of Convertible Notes on such applicable trading day; or • upon the occurrence of specified corporate events described in the applicable Indenture. Beginning on the 2023 Conversion Date, holders may convert all or any portion of their 2023 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. As the 2023 Notes mature on June 1, 2023 and are convertible at the holder’s option until the maturity date, they were classified as current liabilities on the condensed consolidated balance sheet as of March 31, 2023. We will utilize a combination settlement method and settle the remaining principal amount of the 2023 Notes with cash and conversion premium in shares. As of March 31, 2023, the aggregate if-converted value of the 2023 Notes exceeded their aggregate principal amount by $27.1 million. As of March 31, 2023, the 2024 & 2026 Notes were not convertible. We may not redeem any series of Convertible Notes prior to the relevant maturity date. Holders of any series of Convertible Notes have the right to require us to repurchase for cash all or a portion of their applicable series of Convertible Notes, at 100% of its respective principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change as defined in the applicable Indenture for such series of Convertible Notes. We are also required to increase the conversion rate for holders who convert their Convertible Notes in connection with certain corporate events occurring prior to the relevant maturity date. The Convertible Notes are our senior unsecured obligations and rank (i) senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the Convertible Notes, (ii) equal in right of payment among all series of Convertible Notes, to the 2028 Notes, and to any other existing and future indebtedness and other liabilities that are not subordinated, (iii) 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 (iv) structurally subordinated to all existing and future indebtedness (including the guarantees of the 2028 Notes by certain of our subsidiaries) and other liabilities (including trade payables) of our current or future subsidiaries. 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. 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 applicable series of Convertible 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 applicable series of Convertible Notes, with an initial strike price of approximately $44.33 per share in the case of the 2023 Notes, which corresponds to the initial conversion price of the 2023 Notes, and approximately $189.36 per share in the case of the 2024 & 2026 Notes, which corresponds to the initial conversion price of each of the 2024 & 2026 Notes. Further, the capped call options are subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the applicable series of Convertible Notes, and have a cap price of $62.22 per share in the case of the 2023 Notes, and $315.60 per share in the case of the 2024 & 2026 Notes. In connection with the conversion of a portion of the 2023 Notes 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 9,394 shares of Class A common stock. Conversion of 2023 Notes During the three months ended March 31, 2023, we settled a request to convert $2.0 million aggregate principal amount of the 2023 Notes for $2.0 million in cash and 8,598 shares of Class A common stock. The following table sets forth interest expense recognized related to the Notes (in thousands): Three Months Ended March 31, 2023 2022 Contractual interest expense $ 4,337 $ 1,606 Amortization of debt issuance costs and discount 892 780 Total $ 5,229 $ 2,386 Contractual Obligations of Notes The following table sets forth future contractual obligations of contractual interest and principal related to the Notes (in thousands): Payments Due by Period Remainder of 2023 $ 106,627 2024 445,375 2025 43,375 2026 443,375 2027 39,375 2028 469,688 Total principal and related contractual interest $ 1,547,815 |