Convertible Notes | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Convertible and Non-Recourse Notes | ' |
. Convertible Notes and Term Loans |
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| | | | Principal Balance Outstanding | | Carrying Value | | |
| | | | June 30, | | June 30, | | December 31, | | |
Description | | Maturity Date | | 2014 | | 2014 | | 2013 | | |
(In thousands) | | | | | | | | | | |
Convertible Notes | | | | | | | | | | |
Series 2012 Notes | | February 15, 2015 | | $ | 48,311 | | | $ | 47,160 | | | $ | 172,630 | | | |
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May 2015 Notes | | May 1, 2015 | | $ | 155,250 | | | 150,797 | | | 148,253 | | | |
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February 2018 Notes | | 1-Feb-18 | | $ | 300,000 | | | 272,824 | | | — | | | |
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Term loan | | 28-Oct-14 | | $ | 37,500 | | | 37,364 | | | 74,397 | | | |
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Total | | | | | | | $ | 508,145 | | | $ | 395,280 | | | |
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As of June 30, 2014, PDL was in compliance with all applicable debt covenants, and embedded features of all debt agreements were evaluated and did not need to be accounted for separately. |
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Series 2012 Notes |
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In January 2012, we exchanged $169.0 million aggregate principal of new Series 2012 Notes for an identical principal amount of our February 2015 Notes, plus a cash payment of $5.00 for each $1,000 principal amount tendered, totaling approximately $845,000. The cash incentive payment was allocated to deferred issue costs of $765,000, additional paid-in capital of $52,000 and deferred tax assets of $28,000. The deferred issue costs will be recognized over the life of the Series 2012 Notes as interest expense. In February 2012, we entered into separate privately negotiated exchange agreements under which we exchanged an additional $10.0 million aggregate principal amount of the new Series 2012 Notes for an identical principal amount of our February 2015 Notes. In August 2013, the Company entered into a separate privately negotiated exchange agreement under which it retired the final $1.0 million aggregate principal amount of the Company's outstanding February 2015 Notes. Pursuant to the exchange agreement, the holder of the February 2015 Notes received $1.0 million aggregate principal amount of the Company's Series 2012 Notes. Immediately following the exchange, no principal amount of the February 2015 Notes remained outstanding and $180.0 million principal amount of the Series 2012 Notes was outstanding. |
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On February 6, 2014, the Company entered into exchange and purchase agreements with certain holders of approximately $131.7 million aggregate principal amount of outstanding Series 2012 Notes. The exchange agreement provided for the issuance by the Company of shares of common stock and a cash payment for the Series 2012 Notes being exchanged, and the purchase agreement provided for a cash payment for the Series 2012 Notes being repurchased. The total consideration given was approximately $191.8 million. The Company issued to the participating holders of the February 2015 Notes, a total of approximately 20.3 million shares of its common stock with a fair value of approximately $157.6 million and made an aggregate cash payment of approximately $34.2 million pursuant to the exchange and purchase agreements. Of the $34.2 million cash payment, $2.5 million is attributable to an inducement fee, $1.8 million is attributable to interest accrued through the date of settlement and $29.9 million is attributable to the repurchase of the Series 2012 Notes. It was determined that the exchange and purchase agreement represented an extinguishment of the related notes. As a result, a loss on extinguishment of $6.1 million was recorded. The $6.1 million loss on extinguishment included the derecognition of the original issuance discount of $5.8 million and a $0.3 million charge resulting from the difference of the face value of the notes and the fair value of the notes. Immediately following the exchange, $48.3 million principal amount of the Series 2012 Notes was outstanding with approximately $2.1 million of remaining original issuance discount to be amortized over the remaining life of the Series 2012 Notes. |
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The terms of the Series 2012 Notes are governed by the indenture dated as of January 5, 2012, and include a net share settlement feature, meaning that if a conversion occurs, the principal amount will be settled in cash and the excess, if any, will be settled in the Company’s common stock. The Series 2012 Notes may not be redeemed by the Company prior to their stated maturity date. Our Series 2012 Notes are due February 15, 2015, and bear interest at a rate of 2.875% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. |
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Holders may convert their Series 2012 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the Series 2012 Notes under the following circumstances: |
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• | During any fiscal quarter commencing after the fiscal quarter ending December 31, 2011, if the closing price of the Company’s common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the conversion price for the Series 2012 Notes on the last day of such preceding fiscal quarter; | | | | | | | | | | | | | | | |
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• | During the five business-day period immediately after any five consecutive trading-day period in which the trading price per $1,000 principal amount of the Series 2012 Notes for each trading day of that measurement period was less than 98% of the product of the closing price of the Company’s common stock and the conversion rate for the Series 2012 Notes for that trading day; | | | | | | | | | | | | | | | |
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• | Upon the occurrence of certain corporate transactions as provided in the indenture; or | | | | | | | | | | | | | | | |
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• | Anytime, at the holder’s option, beginning on August 15, 2014. | | | | | | | | | | | | | | | |
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Holders of our Series 2012 Notes who convert their Series 2012 Notes in connection with a fundamental change resulting in the |
reclassification, conversion, exchange or cancellation of our common stock may be entitled to a make-whole premium in the form of an increase in the conversion rate. Such fundamental change is generally defined to include a merger involving PDL, an acquisition of a majority of PDL’s outstanding common stock and a change of a majority of PDL’s board of directors without the approval of the board of directors. |
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We allocated $2.3 million of the remaining deferred February 2015 Notes original issue discount as of the date of the exchange to the Series 2012 Notes based on the percentage of the February 2015 Notes exchanged. In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, we were required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, we separated the principal balance of the Series 2012 Notes, net of the allocated original issue discount, between the fair value of the debt component and the common stock conversion feature. Using an assumed borrowing rate of 7.3%, which represents the estimated market interest rate for a similar nonconvertible instrument available to us during the period of the exchange transactions, we recorded a total debt discount of $16.8 million, allocated $10.9 million to additional paid-in capital and $5.9 million to deferred tax liability. The discount is being amortized to interest expense over the term of the Series 2012 Notes and increases interest expense during the term of the Series 2012 Notes from the 2.875% cash coupon interest rate to an effective interest rate of 7.3%. The common stock conversion feature is recorded as a component of stockholders’ equity. |
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The principal amount, carrying value and unamortized discount of our Series 2012 Notes were as follows: |
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(In thousands) | | June 30, 2014 | | December 31, 2013 | | | | | | | | |
Principal amount of the Series 2012 Notes | | $ | 48,311 | | | $ | 180,000 | | | | | | | | | |
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Unamortized discount of liability component | | (1,151 | ) | | (7,370 | ) | | | | | | | | |
Total | | $ | 47,160 | | | $ | 172,630 | | | | | | | | | |
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Interest expense for our Series 2012 Notes on the Condensed Consolidated Statements of Income was as follows: |
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| | Three Months Ended | | Six Months Ended |
| | June 30, | | June 30, |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Contractual coupon interest | | $ | 347 | | | $ | 1,287 | | | $ | 1,108 | | | $ | 2,573 | |
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Amortization of debt issuance costs | | 62 | | | 287 | | | 932 | | | 571 | |
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Amortization of debt discount | | 399 | | | 1,513 | | | 1,379 | | | 3,000 | |
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Total | | $ | 808 | | | $ | 3,087 | | | $ | 3,419 | | | $ | 6,144 | |
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As of June 30, 2014, our Series 2012 Notes are convertible into 188.812 shares of the Company’s common stock per $1,000 of principal amount, or approximately $5.30 per common share, subject to further adjustment upon certain events including dividend payments. As of June 30, 2014, the remaining discount amortization period was 0.6 years. |
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Our common stock exceeded the conversion threshold price of $7.00 per common share for at least 20 days during the 30 consecutive trading days ended March 31, 2014; accordingly, the Series 2012 Notes were convertible at the option of the holder during the quarter ended June 30, 2014. Our common stock price exceeded the conversion threshold price of $6.89 per common share for at least 20 days during the 30 consecutive trading days ended June 30, 2014; accordingly, the Series 2012 Notes are convertible at the option of the holder during the quarter ending September 30, 2014. The Series 2012 Notes have been classified as current as the notes will be due upon demand within one year of the quarter ended June 30, 2014. At June 30, 2014, the if-converted value of our Series 2012 Notes exceeded their principal amount by approximately $40.0 million. |
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May 2015 Notes |
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On May 16, 2011, we issued $155.3 million in aggregate principal amount, at par, of our May 2015 Notes in an underwritten public offering, for net proceeds of $149.7 million. Our May 2015 Notes are due May 1, 2015, and we pay interest at 3.75% on our May 2015 Notes semiannually in arrears on May 1 and November 1 of each year, beginning November 1, 2011. Proceeds from our May 2015 Notes, net of amounts used for purchased call option transactions and provided by the warrant transactions described below, were used to redeem our 2012 Notes. Upon the occurrence of a fundamental change, as defined in the indenture, holders have the option to require PDL to repurchase their May 2015 Notes at a purchase price equal to 100% of the principal, plus accrued interest. |
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Our May 2015 Notes are convertible under any of the following circumstances: |
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• | During any fiscal quarter ending after the quarter ending June 30, 2011, if the last reported sale price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the conversion price for the notes on the last day of such preceding fiscal quarter; | | | | | | | | | | | | | | | |
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• | During the five business-day period immediately after any five consecutive trading-day period, which we refer to as the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes for each such day; | | | | | | | | | | | | | | | |
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• | Upon the occurrence of specified corporate events as described further in the indenture; or | | | | | | | | | | | | | | | |
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• | At any time on or after November 1, 2014. | | | | | | | | | | | | | | | |
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In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, we were required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, we separated the principal balance of our May 2015 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 7.5%, which represents the estimated market interest rate for a similar nonconvertible instrument available to us on the date of issuance, we recorded a total debt discount of $18.9 million, allocated $12.3 million to additional paid-in capital and allocated $6.6 million to deferred tax liability. The discount is being amortized to interest expense over the term of our May 2015 Notes and increases interest expense during the term of our May 2015 Notes from the 3.75% cash coupon interest rate to an effective interest rate of 7.5%. As of June 30, 2014, the remaining discount amortization period is 0.8 years. |
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The carrying value and unamortized discount of our May 2015 Notes were as follows: |
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(In thousands) | | June 30, 2014 | | December 31, 2013 | | | | | | | | |
Principal amount of the May 2015 Notes | | $ | 155,250 | | | $ | 155,250 | | | | | | | | | |
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Unamortized discount of liability component | | (4,453 | ) | | (6,997 | ) | | | | | | | | |
Total | | $ | 150,797 | | | $ | 148,253 | | | | | | | | | |
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Interest expense for our May 2015 Notes on the Condensed Consolidated Statements of Income was as follows: |
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| | Three Months Ended | | Six Months Ended |
| | June 30, | | June 30, |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Contractual coupon interest | | $ | 1,456 | | | $ | 1,455 | | | $ | 2,911 | | | $ | 2,911 | |
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Amortization of debt issuance costs | | 317 | | | 307 | | | 632 | | | 611 | |
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Amortization of debt discount | | 1,283 | | | 1,194 | | | 2,544 | | | 2,366 | |
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Total | | $ | 3,056 | | | $ | 2,956 | | | $ | 6,087 | | | $ | 5,888 | |
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As of June 30, 2014, our May 2015 Notes are convertible into 165.4367 shares of the Company’s common stock per $1,000 of principal amount, or approximately $6.04 per common share, subject to further adjustment upon certain events including dividend payments. |
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Our common stock exceeded the conversion threshold price of $7.99 for at least 20 days during the 30 consecutive trading days ended March 31, 2014; accordingly, the May 2015 Notes were convertible at the option of the holder during the quarter ended June 30, 2014. Our common stock price exceeded the conversion threshold price of $7.86 per common share for at least 20 days during the 30 consecutive trading days ended June 30, 2014; accordingly, the May 2015 Notes are convertible at the option of the holder during the quarter ending September 30, 2014. At June 30, 2014, the if-converted value of our May 2015 exceeded their principal amount by approximately $93.4 million. |
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Purchased Call Options and Warrants |
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In connection with the issuance of our May 2015 Notes, we entered into purchased call option transactions with two hedge counterparties. We paid an aggregate amount of $20.8 million, plus legal fees, for the purchased call options with terms substantially similar to the embedded conversion options in our May 2015 Notes. The purchased call options cover, subject to anti-dilution and certain other customary adjustments substantially similar to those in our May 2015 Notes, approximately 25.7 million shares of our common stock. We may exercise the purchased call options upon conversion of our May 2015 Notes and require the hedge counterparty to deliver shares to the Company in an amount equal to the shares required to be delivered by the Company to the note holder for the excess conversion value. The purchased call options expire on May 1, 2015, or the last day any of our May 2015 Notes remain outstanding. |
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In addition, we sold to the hedge counterparties warrants exercisable, on a cashless basis, for the sale of rights to receive up to 27.5 million shares of common stock underlying our May 2015 Notes. We received an aggregate amount of $10.9 million for the sale from the two counterparties. The warrant counterparties may exercise the warrants on their specified expiration dates that occur over a period of time ending on January 20, 2016. If the VWAP of our common stock, as defined in the warrants, exceeds the strike price of the warrants on the date of conversion, we will deliver to the warrant counterparties shares equal to the spread between the VWAP on the date of exercise or expiration and the strike price. If the VWAP is less than the strike price, neither party is obligated to deliver anything to the other. |
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The purchased call option transactions and warrant sales effectively serve to reduce the potential dilution associated with conversion of our May 2015 Notes. The strike prices are approximately $6.04 and $7.11, subject to further adjustment upon certain events including dividend payments, for the purchased call options and warrants, respectively. |
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If the share price is above $6.04, but below $7.11, upon conversion of our May 2015 Notes, the purchased call options will offset the share dilution, because the Company will receive shares on exercise of the purchased call options equal to the shares that the Company must deliver to the note holders. If the share price is above $7.11, upon exercise of the warrants, the Company will deliver shares to the counterparties in an amount equal to the excess of the share price over $7.11. For example, a 10% increase in the share price above $7.11 would result in the issuance of 2.0 million incremental shares upon exercise of the warrants. If our share price continues to increase, additional dilution would occur. |
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While the purchased call options are expected to reduce the potential equity dilution upon conversion of our May 2015 Notes, prior to conversion or exercise, our May 2015 Notes and the warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the respective exercise prices of those instruments. As of June 30, 2014, and December 31, 2013, the market price condition for convertibility of our May 2015 Notes was not met and there were no related purchased call options or warrants exercised. |
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The purchased call options and warrants are considered indexed to PDL stock, require net-share settlement and met all criteria for equity classification at inception and at June 30, 2014, and December 31, 2013. The purchased call options cost, including legal fees, of $20.8 million, less deferred taxes of $7.2 million, and the $10.9 million received for the warrants, was recorded as adjustments to additional paid-in capital. Subsequent changes in fair value will not be recognized as long as the purchased call options and warrants continue to meet the criteria for equity classification. |
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February 2018 Notes |
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On February 12, 2014, we issued $300 million in aggregate principal amount, at par, of our February 2018 Notes in an underwritten public offering, for net proceeds of $290.2 million. Our February 2018 Notes are due February 1, 2018, and we pay interest at 4.0% on our February 2018 Notes semiannually in arrears on February 1 and August 1 of each year, beginning August 1, 2014. A portion of the proceeds from our February 2018 Notes, net of amounts used for purchased call option transactions and provided by the warrant transactions described below, were used to redeem $131.7 million of our Series 2012 Notes. Upon the occurrence of a fundamental change, as defined in the indenture, holders have the option to require PDL to repurchase their February 2018 Notes at a purchase price equal to 100% of the principal, plus accrued interest. |
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Our February 2018 Notes are convertible under any of the following circumstances: |
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• | During any fiscal quarter ending after the quarter ending June 30, 2014, if the last reported sale price of our common stock for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the conversion price for the notes on the last day of such preceding fiscal quarter; | | | | | | | | | | | | | | | |
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• | During the five business-day period immediately after any five consecutive trading-day period, which we refer to as the measurement period, in which the trading price per $1,000 principal amount of notes for each trading day of that measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the notes for each such day; | | | | | | | | | | | | | | | |
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• | Upon the occurrence of specified corporate events as described further in the indenture; or | | | | | | | | | | | | | | | |
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• | At any time on or after August 1, 2017. | | | | | | | | | | | | | | | |
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The initial conversion rate for the February 2018 Notes is 109.1048 shares of Company common stock per $1,000 principal amount of February 2018 Notes, which is equivalent to an initial conversion price of approximately $9.17 per share of common stock, subject to adjustments upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company will be required to pay cash and, if applicable, deliver shares of Company common stock as described in the Indenture. |
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In accordance with the accounting guidance for convertible debt instruments that may be settled in cash or other assets on conversion, we were required to separately account for the liability component of the instrument in a manner that reflects the market interest rate for a similar nonconvertible instrument at the date of issuance. As a result, we separated the principal balance of our February 2018 Notes between the fair value of the debt component and the fair value of the common stock conversion feature. Using an assumed borrowing rate of 7.0% which represents the estimated market interest rate for a similar nonconvertible instrument available to us on the date of issuance, we recorded a total debt discount of $29.7 million, allocated $19.3 million to additional paid-in capital and allocated $10.4 million to deferred tax liability. The discount is being amortized to interest expense over the term of our February 2018 Notes and increases interest expense during the term of our February 2018 Notes from the 4.0% cash coupon interest rate to an effective interest rate of 6.9%. As of June 30, 2014, the remaining discount amortization period is 3.6 years. |
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The carrying value and unamortized discount of our February 2018 Notes were as follows: |
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(In thousands) | | June 30, 2014 | | | | | | | | | | | | |
Principal amount of the February 2018 Notes | | $ | 300,000 | | | | | | | | | | | | | |
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Unamortized discount of liability component | | (27,176 | ) | | | | | | | | | | | | |
Total | | $ | 272,824 | | | | | | | | | | | | | |
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Interest expense for our February 2018 Notes on the Condensed Consolidated Statements of Income was as follows: |
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| | Three Months Ended | | Six Months Ended |
| | June 30, | | June 30, |
(In thousands) | | 2014 | | 2013 | | 2014 | | 2013 |
Contractual coupon interest | | $ | 3,062 | | | $ | — | | | $ | 4,633 | | | $ | — | |
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Amortization of debt issuance costs | | 600 | | | — | | | 822 | | | — | |
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Amortization of debt discount | | 1,879 | | | — | | | 2,550 | | | — | |
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Total | | $ | 5,541 | | | $ | — | | | $ | 8,005 | | | $ | — | |
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As of June 30, 2014, our February 2018 Notes are not convertible. At June 30, 2014, the if-converted value of our February 2018 Notes exceeded the principal amount by approximately $16.8 million. |
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Purchased Call Options and Warrants |
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In connection with the issuance of our February 2018 Notes, we entered into purchased call option transactions with two hedge counterparties. We paid an aggregate amount of $31.0 million for the purchased call options with terms substantially similar to the embedded conversion options in our February 2018 Notes. The purchased call options cover, subject to anti-dilution and certain other customary adjustments substantially similar to those in our February 2018 Notes, approximately 32.7 million shares of our common stock. We may exercise the purchased call options upon conversion of our February 2018 Notes and require the hedge counterparty to deliver shares to the Company in an amount equal to the shares required to be delivered by the Company to the note holder for the excess conversion value. The purchased call options expire on February 1, 2018, or the last day any of our February 2018 Notes remain outstanding. |
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In addition, we sold to the hedge counterparties warrants exercisable, on a cashless basis, for the sale of rights to receive shares of common stock that will initially underlie our February 2018 Notes at a strike price of $10.3610 per share, which represents a premium of approximately 30% over the last reported sale price of the Company's common stock of $7.97 on February 6, 2014. The warrant transactions could have a dilutive effect to the extent that the market price of the Company's common stock exceeds the applicable strike price of the warrants on the date of conversion. We received an aggregate amount of $11.4 million for the sale from the two counterparties. The warrant counterparties may exercise the warrants on their specified expiration dates that occur over a period of time. If the VWAP of our common stock, as defined in the warrants, exceeds the strike price of the warrants, we will deliver to the warrant counterparties shares equal to the spread between the VWAP on the date of exercise or expiration and the strike price. If the VWAP is less than the strike price, neither party is obligated to deliver anything to the other. |
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The purchased call option transactions and warrant sales effectively serve to reduce the potential dilution associated with conversion of our February 2018 Notes. The strike price is subject to further adjustment in the event that future quarterly dividends exceed $0.15 per share. |
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The purchased call options and warrants are considered indexed to PDL stock, require net-share settlement, and met all criteria for equity classification at inception and at June 30, 2014. The purchased call options cost of $31.0 million, less deferred taxes of $10.8 million, and the $11.4 million received for the warrants, was recorded as adjustments to additional paid-in capital. Subsequent changes in fair value will not be recognized as long as the purchased call options and warrants continue to meet the criteria for equity classification. |
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Term Loan |
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On October 28, 2013, PDL entered into a credit agreement among the Company, the lenders party thereto and the Royal Bank of Canada, as administrative agent. The Term Loan amount was for $75 million, with a term of one year. |
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The interest rates per annum applicable to amounts outstanding under the Term Loan are, at the Company’s option, either (a) the base rate plus 1.00%, or (b) the Eurodollar rate plus 2.00% per annum. As of June 30, 2014, the interest rate was 2.22%. Interest and the remaining principal payments associated with the Term Loan are due on the interest payment date of July 31, 2014, with the remaining outstanding balance due on October 28, 2014. The principal balance outstanding as of June 30, 2014, is $37.5 million. |
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Any future material domestic subsidiaries of the Company are required to guarantee the obligations of the Company under the Term Loan, except as otherwise provided. The Company’s obligations under the Term Loan are secured by a lien on a substantial portion of the Company's assets. |
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The Term Loan contains affirmative and negative covenants that the Company believes are usual and customary for a senior secured credit agreement. The Term Loan also requires compliance with certain financial covenants, including a maximum total leverage ratio and a debt service coverage ratio, in each case calculated as set forth in the Term Loan and compliance with which may be necessary to take certain corporate actions. The Term Loan contains events of default that the Company believes are usual and customary for a senior secured credit agreement. |