Convertible Note

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Convertible Note

CONVERTIBLE NOTE

On November 5, 2020, the Company issued $575,000 aggregate principal amount of 0% Convertible Senior Notes due 2025 (the “Notes”).

The Notes are senior unsecured obligations of the Company. The Notes do not bear regular interest, and the principal amount of the Notes will not accrete. Special interest, if any, payable in accordance with the terms of the Notes will be payable in cash semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. The Notes mature on November 1, 2025, unless earlier repurchased, redeemed or converted. For additional information, see Note 10(a) to the Consolidated Financial Statements in the 2020 10-K.

In January 2021, the Company irrevocably elected to settle all conversions of Notes by a combination of cash and the Company's ordinary shares and that the cash portion per $1,000 principal amount of Notes for all conversion settlements shall be $1,000. Accordingly, from and after the date of the election, upon conversion of any Notes, holders of Notes will receive, with respect to each $1,000 principal amount of Notes converted, cash in an amount up to $1,000 and the balance of the conversion value, if any, in ordinary shares (the "Conversion Shares").

The net carrying amount of the liability and equity components of the Notes as of September 30, 2021 and December 31, 2020 are as follows:

	September 30, 2021		December 31, 2020
	Unaudited		Audited
Liability component, net:
Principal amount	$	575,000	$	575,000
Unamortized discount	—		(132,797)
Unamortized issuance costs	(13,612)		(12,298)
Net carrying amount of liability component (1)	$	561,388	$	429,905
Equity component, net:
Conversion feature	$	—	$	136,402
Issuance costs	—		(3,928)
Net carrying amount of equity component	$	—	$	132,474

(1) An effective interest rate determines the fair value of the Notes, therefore they are categorized as Level 3 in accordance with ASC 820, "Fair Value Measurements and Disclosures." The estimated fair value of the Net carrying amount of liability component of the Notes as of September 30, 2021 and December 31, 2020 were $476,789 and $450,437, respectively.

Finance expense related to the Notes was as follows:

	Three months ended September 30,				Nine months ended September 30,				Year ended December 31, 2020
	2021		2020		2021		2020
	Unaudited				Unaudited				Audited
Amortization of debt discount	$	—	$	—	$	—	$	—	$	3,605
Amortization of debt issuance costs	826		—		2,511		—		333
Total finance expense recognized	$	826	$	—	$	2,511	$	—	$	3,938

Effective January 1, 2021, the Company early adopted ASU 2020-06 using the modified retrospective approach