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Convertible Notes, Net
9 Months Ended
Sep. 30, 2017
Text Block [Abstract]  
Convertible Notes, Net

9. CONVERTIBLE NOTES, NET

As of September 30, 2017, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

 

Convertible Notes Issuance

   Face Value      Coupon Rate     All-in Cost(1)     Conversion Rate(2)      Maturity

November 2013

   $     172,500        5.25     5.87     36.1380      December 1, 2018

May 2017

     402,500        4.38     4.85     28.0324      May 5, 2022

 

(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 shares of class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of $27.67 and $35.67 per share of class A common stock, respectively, for the November 2013 and May 2017 convertible notes. As a result of exceeding the cumulative dividend threshold, as defined in the November 2013 convertible notes supplemental indenture, the conversion rate on the November 2013 convertible notes was most recently adjusted on June 28, 2017 from the prior conversion rate of 35.7236 shares of class A common stock per $1,000 principal amount of convertible notes, which was equivalent to a conversion price of $27.99 per share of class A common stock. The cumulative dividend threshold as defined in the May 2017 convertible notes supplemental indenture has not been exceeded as of September 30, 2017.

In May 2017 we issued $287.5 million of convertible notes. In the third quarter of 2017, we issued an additional $115.0 million of convertible notes under the same indenture and with the same terms as the May 2017 convertible notes. Accordingly, as of September 30, 2017, the May 2017 convertible notes had an aggregate outstanding face value of $402.5 million.

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 August 31, 2018 and January 31, 2022, for the November 2013 and May 2017 convertible notes, respectively, 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. Neither series of the Convertible Notes were convertible as of September 30, 2017. We may not redeem the Convertible Notes prior to maturity. The last reported sale price of our class A common stock of $31.02 on September 29, 2017, the last trading day in the quarter ended September 30, 2017, was greater than the per share conversion price of the November 2013 convertible notes but less than the per share conversion price of the May 2017 convertible notes. We have the intent and ability to settle each series of the Convertible Notes in cash and, as a result, the Convertible Notes did not have any impact on our diluted earnings per share.

Upon our issuance of the November 2013 convertible notes, we recorded a $9.1 million discount based on the implied value of the conversion option and an assumed effective interest rate of 6.50%, as well as $4.1 million of initial issuance costs. Including the amortization of this discount and the issuance costs, our total cost of the November 2013 convertible notes issuance is 7.16% per annum. Upon our issuance of the May 2017 convertible notes, including our additional issuance in the third quarter of 2017, we recorded a $979,000 discount based on the implied value of the conversion option and an assumed effective interest rate of 4.57%, as well as $8.4 million of initial debt discount and issuance costs. Including the amortization of the discount and issuance costs, our total cost of the May 2017 convertible notes issuance is 4.91% per annum.

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

 

     Three Months Ended September 30,      Nine Months Ended September 30,  
     2017      2016      2017      2016  

Cash coupon

   $ 6,247      $ 2,264      $ 12,732      $ 6,792  

Discount and issuance cost amortization

     1,202        691        2,869        2,038  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total interest expense

   $     7,449      $     2,955      $     15,601      $     8,830  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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

 

     September 30, 2017      December 31, 2016  

Face value

   $     575,000      $     172,500  

Unamortized discount

     (11,386      (5,532

Deferred financing costs

     (873      (206
  

 

 

    

 

 

 

Net book value

   $ 562,741      $ 166,762  
  

 

 

    

 

 

 

Accrued interest payable for the Convertible Notes was $9.0 million and $755,000 as of September 30, 2017 and December 31, 2016, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.