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Convertible Senior Notes
3 Months Ended
Mar. 31, 2023
Debt Disclosure [Abstract]  
Convertible Senior Notes
6.
Convertible Senior Notes

0.375% Convertible Senior Notes due 2024

On July 19, 2019, the Company issued $287.5 million aggregate principal pursuant to the 2019 Notes, which includes the underwriters’ exercise in full of an option to purchase an additional $37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”). The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $278.5 million. The 2019 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 0.375% per year. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. The 2019 Notes will mature on July 15, 2024, unless earlier repurchased or converted in accordance with their terms.

During the first quarter of 2023, the closing price of the Company’s common stock exceeded 130% of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the 2019 Notes are

convertible at the option of the holders of the 2019 Notes during the second quarter of 2023, the quarter immediately following the quarter when the conditions are met, as stated in the terms of the 2019 Notes. These conditions have been met each quarter since the third quarter of 2020. As a result, $39,000 aggregate principal amount of the 2019 Notes have been requested for conversion by the note holders since the issuance of the 2019 Notes, all conversions have settled except for $9,000 aggregate principal amount, which settles in the second quarter of 2023. The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders. The Company continues to classify the carrying value of the 2019 Notes as current liabilities on the Company’s condensed consolidated balance sheets at March 31, 2023.

The net carrying value of the liability component of the 2019 Notes is as follows:

 

 

 

 

 

 

 

 

 

 

March 31,
2023

 

 

December 31,
2022

 

 

 

(Amounts in thousands)

 

0.375% Convertible Senior Notes due 2024:

 

 

 

 

 

 

Principal amount

 

$

287,470

 

 

$

287,470

 

Unamortized debt issuance costs

 

 

(2,398

)

 

 

(2,855

)

Net carrying amount

 

$

285,072

 

 

$

284,615

 

The following table sets forth total interest expense recognized related to the 2019 Notes:

 

 

Three Months Ended
March 31,

 

 

 

2023

 

 

2022

 

 

 

(Amounts in thousands)

 

Contractual interest expense

 

$

270

 

 

$

270

 

Amortization of debt issuance costs

 

 

457

 

 

 

452

 

Total

 

$

727

 

 

$

722

 

Effective interest rate of the liability component

 

 

1

%

 

 

1

%

At March 31, 2023 and December 31, 2022, the carrying value of the 2019 Notes was $285.1 million and $284.6 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $441.8 million and $452.0 million, respectively. The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes at March 31, 2023 and December 31, 2022.