Convertible Notes, Net

6 Months Ended

Jun. 30, 2023

Debt Instruments [Abstract]

Convertible Notes, Net

CONVERTIBLE NOTES, NET

During the six months ended June 30, 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 June 30, 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 June 30, 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 $20.81 on June 30, 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):

	June 30, 2023		December 31, 2022
Face value	$	300,000	$	520,000
Deferred financing costs and unamortized discount	(4,792)		(5,743)
Net book value	$	295,208	$	514,257

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cash coupon	$	4,125	$	8,132	$	10,389	$	15,384
Discount and issuance cost amortization	319		790		950		1,578
Total interest expense	$	4,444	$	8,922	$	11,339	$	16,962

Accrued interest payable for the Convertible Notes was $4.9 million and $7.9 million as of June 30, 2023 and December 31, 2022, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.