The following table presents the carrying values of Zillow Group’s debt as of the dates presented (in thousands):


	December 31,
	2021		2020
Homes segment
Credit facilities:
Goldman Sachs Bank USA	$	548,345	$	145,825
Citibank, N.A.	770,306		87,103
Credit Suisse AG, Cayman Islands	834,906		128,238
Securitizations:
2021-1 variable funding line	16,846		—
2021-1 term loan	471,975		—
2021-2 variable funding line	29,193		—
2021-2 term loan	736,778		—
Total Homes segment debt	3,408,349		361,166
Mortgages segment
Repurchase agreements:
Credit Suisse AG, Cayman Islands	76,392		149,913
Citibank, N.A.	16,912		90,227
Warehouse line of credit:
Comerica Bank	18,656		68,903
Total Mortgages segment debt	111,960		309,043
Convertible senior notes
1.375% convertible senior notes due 2026	368,773		347,566
2.75% convertible senior notes due 2025	443,505		414,888
0.75% convertible senior notes due 2024	506,946		524,273
1.50% convertible senior notes due 2023	—		326,796
Total convertible senior notes	1,319,224		1,613,523
Total debt	$	4,839,533	$	2,283,732

In the first half of 2021, certain wholly owned subsidiaries of Zillow Group amended and restated the Homes segment credit agreements in order to facilitate a titling trust structure. In March 2021, Zillow Group, through Zillow Offers, began buying and selling homes through a titling trust. The titling trust facilitates the allocation of beneficial ownership of properties to special purpose entities (each, an “SPE”), which SPEs are then party to agreements to finance the properties. Zillow Group initially formed these SPEs to purchase and sell residential properties through Zillow Offers, and subsequent to the creation of the titling trust, these SPEs hold beneficial interests in homes purchased by the titling trust, which the SPEs subsequently finance. Each SPE is a wholly owned subsidiary of Zillow Group and a separate legal entity, and neither the assets nor credit of any such SPE are available to satisfy the debts and other obligations of any affiliate or other entity outside of these SPEs. The financings executed by the SPEs are secured by the assets and equity of one or more SPEs. These SPEs and titling trust are variable interest entities and Zillow Group is the primary beneficiary as it has the power to control the activities that most significantly impact the SPEs’ and titling trust’s economic performance and the obligation to absorb losses of the SPEs and titling trust or the right to receive benefits that could potentially be significant to the SPEs and titling trust. The SPEs and titling trust are consolidated within Zillow Group’s consolidated financial statements. As of December 31, 2021 and 2020, the total assets of the SPEs and titling trust were $4.2 billion and $551.2 million, respectively, of which $3.9 billion and $491.3 million are inventory, respectively, $224.8 million and $53.0 million are restricted cash, respectively, and $78.1 million and $3.9 million are accounts receivable, respectively. As of December 31, 2021 and 2020, the total liabilities of the SPEs and titling trust were $3.5 billion and $372.5 million, respectively, of which $3.4 billion and $361.2 million are credit facility and securitization-related borrowings, respectively, and $55.3 million and $10.8 million are accrued expenses, respectively.

To provide capital for Zillow Offers, we utilize revolving credit facilities that are classified as current liabilities in our consolidated balance sheets. We classify these credit facilities as current liabilities as amounts drawn to purchase homes are typically due as homes are sold, which we expect to be within one year, if not replaced by new real estate inventory of equal or greater value. The following table summarizes certain details related to our credit facilities as of December 31, 2021 (in thousands, except interest rates):


Lender	Final Maturity Date	Maximum Borrowing Capacity		Weighted Average Interest Rate
Goldman Sachs Bank USA	April 21, 2023	$	750,000	2.90	%
Citibank, N.A.	May 2, 2022	1,000,000		2.84	%
Credit Suisse AG, Cayman Islands	December 31, 2022	1,500,000		2.92	%
	Total	$	3,250,000

On April 14, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Goldman Sachs Bank USA (“Goldman Sachs”) previously maturing on April 20, 2022 to extend the final maturity date to April 21, 2023. The credit agreement with Goldman Sachs was further amended on July 29, 2021 to increase the total maximum borrowing capacity from $500.0 million to $750.0 million, and on September 27, 2021 to temporarily increase the total maximum borrowing capacity from $750.0 million to $1.25 billion through December 27, 2021.

On June 11, 2021, certain wholly owned subsidiaries of Zillow Group amended the credit agreement with Citibank, N.A. (“Citibank”) previously maturing on November 30, 2021 to extend the final maturity date to December 9, 2023. The credit agreement with Citibank was further amended on August 24, 2021 to increase the total maximum borrowing capacity from $500.0 million to $1.0 billion, and further amended on November 30, 2021 such that it now matures on May 2, 2022 and no further advances may be made under the credit agreement. In addition, after January 18, 2022, no further eligible properties can be added to the borrowing base.

Outstanding amounts drawn under each credit facility are required to be repaid on the facility maturity date or earlier if accelerated due to an event of default. Further, each SPE is required to repay any resulting shortfall if the value of the eligible properties beneficially owned by such SPE falls below a certain percentage of the principal amount outstanding under the applicable credit facility. Continued inclusion of properties in each credit facility is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible.

The stated interest rate on our credit facilities is one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the respective credit agreements. Our credit facilities include customary representations and warranties, provisions regarding events of default and covenants. The terms of these credit facilities and related financing documents require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of December 31, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the credit facilities are non-recourse to Zillow Group. Our credit facilities require that we establish, maintain and in certain circumstances that Zillow Group fund specified reserve accounts. These reserve accounts include, but are not limited to, interest reserves, insurance reserves, tax reserves, renovation cost reserves and reserves for specially permitted liens.

On August 11, 2021, we closed the 2021-1 securitization transaction (“2021-1”), and on October 1, 2021, we closed the 2021-2 securitization transaction (“2021-2”) for Zillow Offers. To effect the transactions, SPEs of the Company (the “Borrowers”) entered into non-revolving term loans with third-party lenders. The 2021-1 and 2021-2 term loans each consist of a single componentized promissory note evidencing a monthly-pay loan with initial principal balances of $480.0 million and $749.0 million, respectively, each having two fixed rate components and a single principal-only component. The term loans are each secured by a beneficial interest in a revolving pool of single-family homes that are owned by our titling trust. The term loans were immediately sold by the third-party lenders to a subsidiary of the Company (the “Depositor”) and then sold to a Real Estate Mortgage Investment Conduit (“REMIC”) trust in exchange for revolving notes which are secured by the term loans. The principal amount of each class of notes corresponds to the corresponding principal amount of the term loans’ components with an additional class that holds the residual REMIC interests. Upon receipt of the 2021-1 and 2021-2 notes, the Depositor sold $450.0 million and $700.0 million, respectively, of principal of the notes to third-party investors for gross proceeds of $450.0 million and $700.0 million, respectively. Total debt issuance costs associated with the 2021-1 and 2021-2 term loans were $6.6 million and $5.7 million, respectively. Zillow Group retained $30.0 million and $49.0 million in principal amounts of non-interest-bearing notes as the sponsor of the 2021 -1 and 2021-2 transactions, respectively. Proceeds received by the Depositor from the sale of the notes were used as consideration to purchase the term loans from the third-party lenders. The retained notes are presented as beneficial interests in securitizations in our consolidated balance sheet as of December 31, 2021.

The Depositor entity is a variable interest entity for which Zillow Group is the primary beneficiary, as it has the power to control the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses of the Depositor or the right to receive benefits that could potentially be significant to the Depositor. We have evaluated our interests in the REMIC trusts, including our interest in the retained notes, and have concluded that we do not have a variable interest in the REMIC trusts and therefore do not consolidate the entities.

In conjunction with the securitizations, we entered into variable funding lines with Credit Suisse AG, Cayman Islands which bear interest at one-month LIBOR plus an applicable margin and have uncommitted maximum borrowing capacities. The variable funding lines are classified as current liabilities in our consolidated balance sheet. The following table summarizes certain details related to our variable funding lines as of December 31, 2021 (in thousands, except interest rates):

The term loans and variable funding lines (together the “Borrower Loans”) are required to be repaid on their respective maturity dates, or earlier if accelerated due to an event of default. The term loans have scheduled reinvestment periods during which additional homes may be financed as existing homes are sold and are classified as current liabilities in our consolidated balance sheet to reflect the expected full prepayment of the term loans during 2022 due to the wind down of Zillow Offers operations. Voluntary prepayments of the term loans within the first year are subject to prepayment fees. The Borrowers are required to repay any resulting shortfall if the value of the eligible properties held in the collateral pool falls below a certain percentage of the principal amount outstanding under the Borrower Loans. Continued inclusion of properties in the collateral pool is subject to various eligibility criteria. For example, aging criteria limit the inclusion in the borrowing base of properties owned longer than a specified number of days, and properties owned for longer than one year are generally ineligible. In addition, continued ability to operate the Borrower Loans requires a certain minimum amount of proceeds to be generated monthly from resale of properties in the collateral pool.

The Borrower Loans include customary representations and warranties, provisions regarding events of default and covenants. The Borrower Loans require Zillow Group and certain of its subsidiaries, as applicable, to comply with a number of customary financial and other covenants, such as maintaining certain levels of liquidity, tangible net worth and leverage ratios. As of December 31, 2021, Zillow Group was in compliance with all financial covenants and no event of default had occurred. Except for certain limited circumstances, the Borrower Loans are non-recourse to Zillow Group.

The two fixed rate components of the 2021-1 term loan have stated interest rates of 2.3425% and 3.3524%, respectively, and principal amounts of $370.5 million and $79.5 million, respectively, as of December 31, 2021. The principal-only component of the 2021-1 term loan has a principal amount of $30.0 million as of December 31, 2021. The two fixed rate components of the 2021-2 term loan have stated interest rates of 2.4294% and 3.5860%, respectively, and principal amounts of $576.8 million and $123.2 million, respectively, as of December 31, 2021. The principal-only component of the 2021-2 term loan has a principal amount of $49.0 million as of December 31, 2021.

The following tables summarize certain additional details related to our term loans as of the dates presented or for the periods ended (in thousands, except interest rates):


								December 31, 2021
Securitization	Maturity Date	Aggregate Principal Amount		Weighted Average Effective Interest Rate (1)		First Interest Payment Date	Reinvestment Period	Unamortized Debt Discount and Debt Issuance Costs		Fair Value (2)
2021-1 term loan	February 9, 2024	$	480,000	9.03	%	September 9, 2021	24 months	$	8,025	$	479,985
2021-2 term loan	October 9, 2024	749,000		6.44	%	November 9, 2021	30 months	12,222		746,977
	Total	$	1,229,000					$	20,247	$	1,226,962

(1) The weighted average effective interest rate is calculated using the outstanding principal amounts and effective interest rates for the two fixed rate components and the single principal-only component of each of the term loans. Debt discount and debt issuance costs have been allocated to the components of each term loan and will be amortized using the effective interest method with the amortization classified as a component of interest expense.

(2) The estimated fair value of each term loan is calculated using a discounted cash flow methodology. The fair value is classified as Level 3 due to reliance on significant unobservable valuation inputs.

To provide capital for Zillow Home Loans, we utilize master repurchase agreements and a warehouse line of credit which are classified as current liabilities in our consolidated balance sheets. The repurchase agreements and warehouse line of credit provide short-term financing between the issuance of a mortgage loan and when Zillow Home Loans sells the loan to an investor or directly to an agency. The following table summarizes certain details related to our repurchase agreements and warehouse line of credit (in thousands, except interest rates):


Lender	Maturity Date	Maximum Borrowing Capacity		Weighted Average Interest Rate
Credit Suisse AG, Cayman Islands	March 18, 2022	$	300,000	2.50	%
Citibank, N.A.	June 10, 2022	100,000		1.85	%
Comerica Bank	June 25, 2022	60,000		2.50	%
	Total	$	460,000

In accordance with the master repurchase agreements, Credit Suisse and Citibank (together the “Lenders”) have agreed to pay Zillow Home Loans a negotiated purchase price for eligible loans, and Zillow Home Loans has simultaneously agreed to repurchase such loans from the Lenders under a specified timeframe at an agreed upon price that includes interest. The master repurchase agreements contain margin call provisions that provide the Lenders with certain rights in the event of a decline in the market value of the assets purchased under the master repurchase agreements. As of December 31, 2021 and 2020, $87.0 million and $240.1 million, respectively, in mortgage loans held for sale were pledged as collateral under the master repurchase agreements.

Borrowings on the repurchase agreements and warehouse line of credit bear interest at one-month LIBOR plus an applicable margin, and in certain cases include a LIBOR floor, as defined in the governing agreements, and are secured by residential mortgage loans held for sale. The repurchase agreements and warehouse line of credit include customary representations and warranties, covenants and provisions regarding events of default. As of December 31, 2021, Zillow Home Loans was in compliance with all financial covenants and no event of default had occurred. The repurchase agreements and warehouse line of credit are recourse to Zillow Home Loans, and have no recourse to Zillow Group or any of its other subsidiaries.

The following tables summarize certain details related to our outstanding convertible senior notes as of the dates presented or for the periods ended (in thousands, except interest rates):


									December 31, 2021				December 31, 2020
Maturity Date	Aggregate Principal Amount		Stated Interest Rate		Effective Interest Rate		First Interest Payment Date	Semi-Annual Interest Payment Dates	Unamortized Debt Discount and Debt Issuance Costs		Fair Value		Unamortized Debt Discount and Debt Issuance Costs		Fair Value
September 1, 2026	$	498,800	1.375	%	8.10	%	March 1, 2020	March 1; September 1	$	130,027	$	781,191	$	152,434	$	1,508,675
May 15, 2025	564,998		2.75	%	10.32	%	November 15, 2020	May 15; November 15	121,493		724,610		150,112		1,168,855
September 1, 2024	608,382		0.75	%	7.68	%	March 1, 2020	March 1; September 1	101,436		945,547		148,727		2,023,280
July 1, 2023	—		1.50	%	6.99	%	January 1, 2019	January 1; July 1	—		—		46,954		633,039
Total	$	1,672,180							$	352,956	$	2,451,348	$	498,227	$	5,333,849


	Year Ended December 31, 2021								Year Ended December 31, 2020								Year Ended December 31, 2019
Maturity Date	Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense		Contractual Coupon Interest		Amortization of Debt Discount		Amortization of Debt Issuance Costs		Interest Expense
September 1, 2026	$	6,862	$	21,523	$	527	$	28,912	$	6,876	$	19,893	$	486	$	27,255	$	2,139	$	5,869	$	144	$	8,152
May 15, 2025	15,536		27,168		1,450		44,154		9,689		15,585		832		26,106		—		—		—		—
September 1, 2024	4,663		32,589		1,116		38,368		5,034		32,618		1,117		38,769		1,539		9,482		325		11,346
July 1, 2023	2,819		7,958		778		11,555		5,606		15,142		1,479		22,227		5,606		14,047		1,374		21,027
December 1, 2021	—		—		—		—		6,350		13,820		1,429		21,599		9,200		18,899		1,957		30,056
December 15, 2020	—		—		—		—		234		—		—		234		265		—		—		265
Total	$	29,880	$	89,238	$	3,871	$	122,989	$	33,789	$	97,058	$	5,343	$	136,190	$	18,749	$	48,297	$	3,800	$	70,846

The convertible notes are senior unsecured obligations and are classified as long-term debt in our consolidated balance sheets based on their contractual maturity dates. Interest on the convertible notes is paid semi-annually in arrears. The estimated fair value of the convertible senior notes was determined through consideration of quoted market prices. The fair value is classified as Level 3 due to the limited trading activity for each of the convertible senior notes.

On May 15, 2020, we issued $500.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Initial 2025 Notes”) and on May 19, 2020 we issued $65.0 million aggregate principal amount of 2.75% Convertible Senior Notes due 2025 (the “Additional Notes” and, together with the Initial 2025 Notes, the “2025 Notes”). The Additional Notes were sold pursuant to the underwriters’ option to purchase additional 2025 Notes granted in connection with the offering of the Initial 2025 Notes. The net proceeds from the issuance of the 2025 Notes were approximately $553.3 million, after deducting underwriting discounts and commissions and offering expenses paid by Zillow Group.

On September 9, 2019, we issued $600.0 million aggregate principal amount of Convertible Senior Notes due 2024 (the “Initial 2024 Notes”) and $500.0 million aggregate principal amount of Convertible Senior Notes due 2026 (the “2026 Notes”) in a private offering to qualified institutional buyers. The net proceeds from the issuance of the Initial 2024 Notes were approximately $592.2 million and the net proceeds from the issuance of the 2026 Notes were approximately $493.5 million, in each case after deducting fees and expenses paid by Zillow Group. We used approximately $75.2 million of the net proceeds from the issuance of the Initial 2024 Notes and approximately $75.4 million of the net proceeds from the issuance of the 2026 Notes to pay the cost of the capped call transactions entered into in connection with the issuances, described below.

On October 9, 2019, we issued $73.0 million aggregate principal amount of 0.75% Convertible Senior Notes due 2024 (the “Additional Notes” and, together with the Initial 2024 Notes, the “2024 Notes”). The Additional Notes were sold pursuant to the initial purchasers’ partial exercise of their option to purchase such notes, granted in connection with the offering of the Initial 2024 Notes. The Additional Notes have the same terms, and were issued under the same indenture, as the Initial 2024 Notes. The net proceeds from the offering of the Additional Notes were approximately $72.0 million, after deducting fees and expenses paid by Zillow Group. We used approximately $9.1 million of the net proceeds from the issuance of the Additional Notes to pay the cost of the capped call transactions entered into in connection with the issuance of the Additional Notes, described below.

On July 3, 2018, we issued $373.8 million aggregate principal amount of Convertible Senior Notes due 2023 (the “2023 Notes”), which includes $48.8 million principal amount of 2023 Notes sold pursuant to the underwriters’ option to purchase additional 2023 Notes. The net proceeds from the issuance of the 2023 Notes were approximately $364.0 million, after deducting fees and expenses paid by Zillow Group. We used approximately $29.4 million of the net proceeds from the issuance of the 2023 Notes to pay the cost of capped call transactions entered into in connection with the issuances, described below.

On December 12, 2016, we issued $460.0 million aggregate principal amount of 2.00% Convertible Senior Notes due 2021 (the “2021 Notes”), which includes the exercise of the $60.0 million over-allotment option, to the initial purchaser of the 2021 Notes in a private offering to qualified institutional buyers. The net proceeds from the issuance of the 2021 Notes were approximately $447.8 million, after deducting fees and expenses paid by Zillow Group. In addition, we used approximately $36.6 million of the net proceeds from the issuance of the 2021 Notes to pay the cost of the capped call transactions with the initial purchaser of the 2021 Notes and two additional financial institutions, described below.

Prior to the close of business on the business day immediately preceding the applicable Early Conversion Date, the Notes will be convertible at the option of the holders only under certain conditions. On or after the applicable Early Conversion Date, until the close of business on the second scheduled trading day immediately preceding the applicable Maturity Date, holders may convert the Notes at their option at the applicable Conversion Rate then in effect, irrespective of these conditions. The Company will settle conversions of the Notes by paying or delivering, as the case may be, cash, shares of its Class C capital stock, or a combination of cash and shares of its Class C capital stock, at its election. The applicable Conversion Rate for each series of Notes will initially be the conversion rate of shares of Class C capital stock per $1,000 principal amount of the Notes (equivalent to an initial Conversion Price per share of Class C capital stock). The applicable Conversion Rate and the corresponding initial Conversion Price will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. The Company may redeem for cash all or part of the respective series of Notes, at its option, on or after the applicable Optional Redemption Date, under certain circumstances, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date (as defined in the indentures governing the Notes). We may not redeem a series of Notes prior to the applicable Optional Redemption Date. We may redeem for cash all or any portion of a series of Notes, at our option, in whole or in part on or after the applicable Optional Redemption Date if the last reported sale price per share of our Class C capital stock has been at least 130% of the Conversion Price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. The conversion option does not meet the criteria for separate accounting as a derivative as it is indexed to our own stock.

For more than 20 trading days during the 30 consecutive trading days ended December 31, 2021, the last reported sale price of our Class C capital stock exceeded 130% of the conversion price of the 2024 Notes and 2026 Notes, but did not exceed 130% of the conversion price of the 2025 Notes. Accordingly, the 2024 Notes and 2026 Notes are convertible at the option of the holders from January 1, 2022 through March 31, 2022 unless earlier repurchased or redeemed. Each series of the Notes were convertible for all quarterly periods in the year ended December 31, 2021.

If the Company undergoes a fundamental change (as defined in the indentures governing the Notes), holders may require the Company to repurchase for cash all or part of a series of Notes, as applicable, at a repurchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date (as defined in the indentures governing the Notes). In addition, if certain fundamental changes occur, the Company may be required, in certain circumstances, to increase the conversion rate for any of the Notes converted in connection with such fundamental changes by a specified number of shares of its Class C capital stock. Certain events are also considered “Events of Default,” which may result in the acceleration of the maturity of the Notes, as described in the indentures governing the Notes. There are no financial covenants associated with the Notes.

In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component for each of the Notes was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amounts of the Notes and their liability components represents their respective debt discounts, which are

On May 26, 2021, we submitted notice to the trustee to exercise our right to redeem the remaining $372.8 million in aggregate principal amount of the 2023 Notes on July 6, 2021 (the “Redemption Date”). Holders of the 2023 Notes had the option to convert their 2023 Notes in whole or in part into shares of Class C capital stock prior to the Redemption Date at a conversion rate of 12.7592 shares of Class C capital stock per $1,000 principal amount of the 2023 Notes, equal to a conversion price of $78.37 per share. Holders of the 2023 Notes elected to convert $371.5 million of aggregate principal amount prior to the Redemption Date. We satisfied these conversions through the issuance of approximately 4.7 million shares of Class C capital stock and an immaterial amount of cash in lieu of fractional shares. The remaining $1.3 million of aggregate principal amount was redeemed on July 6, 2021 for $1.3 million in cash, plus accrued and unpaid interest. Settlement of the 2023 Notes was accounted for as a debt extinguishment. The 2023 Notes would have otherwise matured on July 1, 2023.

Each outstanding series of the Notes was convertible during the three months ended December 31, 2021, at the option of the holders. During the year ended December 31, 2021, holders of the 2024 Notes and 2026 Notes elected to convert $64.6 million and $1.2 million aggregate principal amount of the 2024 Notes and 2026 Notes, respectively. In May 2020, we used a portion of the net proceeds from the issuance of the 2025 Notes to repurchase $194.7 million aggregate principal of the 2021 Notes in privately negotiated transactions. On November 4, 2020, we submitted notice to the trustee to exercise our right to redeem the remaining $265.3 million in aggregate principal amount of the 2021 Notes on December 18, 2020 (the “Redemption Date”). Holders of the 2021 Notes elected to convert $265.2 million of aggregate principal amount prior to the Redemption Date. The remaining $0.1 million of aggregate principal amount was redeemed on December 18, 2020 for $0.1 million in cash, plus accrued and unpaid interest. The following tables summarizes the activity for our convertible senior notes for the periods presented (in thousands, except for share amounts):


	Year Ended December 31, 2021								Year Ended December 31, 2020
	2023 Notes		2024 Notes		2026 Notes		Total		2021 Notes
Aggregate principal amount settled	$	373,750	$	64,618	$	1,200	$	439,568	$	460,000
Cash paid	1,297		—		—		1,297		194,761
Shares of Class C capital stock issued	4,752,232		1,485,114		27,579		6,264,925		5,819,561
Total fair value of consideration transferred (1)	$	571,897	$	200,478	$	4,204	$	776,579	$	782,506
(Gain) loss on extinguishment of debt:
Consideration allocated to the liability component (2)	$	349,241	$	53,115	$	883	$	403,239	$	429,210
Carrying value of the liability component, net of unamortized debt discount and debt issuance costs	334,245		51,032		843		386,120		430,658
(Gain) loss on extinguishment of debt	$	14,996	$	2,083	$	40	$	17,119	$	(1,448)
Consideration allocated to the equity component	$	222,656	$	147,363	$	3,321	$	373,340	$	353,296

(1) For convertible senior notes converted by note holders, the total fair value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the conversion date and an immaterial amount of cash paid in lieu of fractional shares. For convertible senior notes redeemed, the total fair value of consideration transferred comprises cash transferred to note holders to settle the related notes. For convertible senior notes repurchased in the year ended December 31, 2020, the total value of consideration transferred includes the value of shares transferred to note holders using the daily volume weighted-average price of our Class C capital stock on the date of transfer as well as cash transferred to note holders to settle the related notes.

(2) Consideration allocated to the liability component is based on the fair value of the liability component immediately prior to settlement, which was calculated using a discounted cash flow analysis with a market interest rate of a similar liability that does not have an associated convertible feature.

The capped call confirmations are expected generally to reduce the potential dilution of our Class C capital stock in connection with any conversion of the 2026 Notes, the 2024 Notes and the 2023 Notes and/or offset the cash payments the Company is required to make in excess of the principal amount of such notes in the event that the market price of the Class C capital stock is greater than the strike price of the capped call confirmations (which initially corresponds to the initial Conversion Price of such notes and is subject to certain adjustments under the terms of the capped call confirmations), with such reduction and/or offset subject to a cap based on the cap price of the capped call confirmations. The capped call confirmations with respect to the 2026 Notes, the 2024 Notes and the 2023 Notes have an Initial Cap Price per share, which represents a premium (“Cap Price Premium”) over the relevant historical closing price of the Company’s Class C capital stock on the Nasdaq Global Select Market, and is subject to certain adjustments under the terms of the capped call confirmations. The capped call confirmations will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Class C capital stock that will underlie such notes. The capped call confirmations do not meet the criteria for separate accounting as a derivative as they are indexed to our own stock. The capped call premiums paid have been included as a net reduction to additional paid-in capital within shareholders’ equity.