Convertible Notes, Net

3 Months Ended

Mar. 31, 2023

Debt Instruments [Abstract]

Convertible Notes, Net

CONVERTIBLE NOTES, NET

During the three months ended March 31, 2023, we repaid the aggregate $220.0 million principal amount of our March 2018 convertible senior notes at maturity on March 15, 2023.

As of March 31, 2023, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

Convertible Notes Issuance	Face Value		Interest Rate	All-in Cost(1)	Conversion Price(2)	Maturity
March 2022	$	300,000	5.50%	5.94%	$36.27	March 15, 2027

(1)Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2)Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the March 2022 convertible notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold as defined in the March 2022 convertible notes supplemental indenture has not been exceeded as of March 31, 2023.

Other than as provided by the optional redemption provisions with respect to our March 2022 convertible notes, we may not redeem the Convertible Notes prior to maturity. The March 2022 convertible notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the applicable conversion rate in effect on the conversion date. Thereafter, the March 2022 convertible notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported sale price of our class A common stock of $17.85 on March 31, 2023 was less than the per share conversion price of the March 2022 convertible notes.

The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):

	March 31, 2023		December 31, 2022
Face value	$	300,000	$	520,000
Deferred financing costs and unamortized discount	(5,112)		(5,743)
Net book value	$	294,888	$	514,257

The following table details our interest expense related to the Convertible Notes ($ in thousands):

	Three Months Ended March 31,
	2023		2022
Cash coupon	$	6,264	$	7,252
Discount and issuance cost amortization	631		788
Total interest expense	$	6,895	$	8,040

Accrued interest payable for the Convertible Notes was $733,000 and $7.9 million as of March 31, 2023 and December 31, 2022, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.