Convertible Notes, Net

12 Months Ended

Dec. 31, 2023

Debt Instruments [Abstract]

Convertible Notes, Net

CONVERTIBLE NOTES, NET

During the year ended December 31, 2023, we repaid the aggregate $220.0 million principal amount of our 4.75% convertible senior notes due 2023 at maturity on March 15, 2023.

As of December 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 convertible notes	$	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 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 has not been exceeded as of December 31, 2023.

Other than as provided by the optional redemption provisions with respect to our Convertible Notes, we may not redeem the Convertible Notes prior to maturity. The 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 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 $21.27 on December 29, 2023, the last trading day in the year ended December 31, 2023, was less than the per share conversion price of the Convertible Notes.

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

	December 31, 2023		December 31, 2022
Face value	$	300,000	$	520,000
Deferred financing costs and unamortized discount	(4,153)		(5,743)
Net book value	$	295,847	$	514,257

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

	Year Ended December 31,
	2023		2022		2021
Cash coupon	$	18,639	$	28,859	$	28,059
Discount and issuance cost amortization	1,589		2,853		3,486
Total interest expense	$	20,228	$	31,712	$	31,545

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