Convertible Senior Notes | Convertible Senior Notes The following table presents details of our convertible senior notes, which are further discussed below (original principal in thousands): Month Issued Maturity Date Original Principal (including over-allotment) Coupon Interest Rate Effective Interest Rate (1) Conversion Rate Initial Conversion Price 2023 Notes May and June 2018 June 1, 2023 $ 230,000 0.5 % 1.01 % $ 22.5572 $ 44.33 2024 Notes August 2019 August 1, 2024 $ 400,000 0.5 % 0.93 % $ 5.2809 $ 189.36 2026 Notes August 2019 August 1, 2026 $ 400,000 1.0 % 1.32 % $ 5.2809 $ 189.36 (1) Prior to the adoption of ASU 2020-06, our effective interest rates were 7.00% for the 2023 Notes, 4.96% for the 2024 Notes, and 5.41% for the 2026 Notes due to the discount on the Notes related to the component previously allocated to equity. As further defined and described below, the 2024 Notes and the 2026 Notes are together referred to as the 2024 & 2026 Notes, and the 2023 Notes and the 2024 & 2026 Notes are collectively referred to as the Notes. In May and June 2018, we sold $230.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2023, or the 2023 Notes, including the initial purchasers’ exercise in full of their option to purchase an additional $30.0 million of the 2023 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended, or the Securities Act. The 2023 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on June 1 and December 1 of each year beginning December 1, 2018. In August 2019, we sold $400.0 million aggregate principal amount of our 0.50% Convertible Senior Notes due 2024, or the 2024 Notes, and $400.0 million aggregate principal amount of our 1.00% Convertible Senior Notes due 2026, or the 2026 Notes, including the initial purchasers’ exercise in full of their options to purchase an additional $50.0 million of the 2024 Notes and an additional $50.0 million of the 2026 Notes, in a private offering to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act. The 2024 & 2026 Notes are our senior, unsecured obligations, and interest is payable semi-annually in arrears on February 1 and August 1 of each year beginning February 1, 2020. Prior to the close of business on the business day immediately preceding March 1, 2023, or the 2023 Conversion Date, in the case of the 2023 Notes, or May 1, 2024, or the 2024 Conversion Date, in the case of the 2024 Notes, or May 1, 2026, or the 2026 Conversion Date, in the case of the 2026 Notes, the respective Notes are convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the relevant maturity date. The applicable conversion rate is subject to customary adjustments for certain events as described in the applicable indenture between us and U.S. Bank National Association, as trustee, or, collectively, the Indentures. Upon conversion, the Notes may be settled in shares of our Class A common stock, cash or a combination of cash and shares of our Class A common stock, at our election. It is our current intent to settle the principal amount of the Notes with cash. During the years ended December 31, 2019 and 2020, a portion of the 2023 Notes were exchanged, as further discussed below. Prior to the close of business on the business day immediately preceding the applicable Conversion Date, the applicable series of Notes is convertible at the option of the holders under the following circumstances: • during any calendar quarter commencing after the calendar quarter subsequent to the calendar quarter in which the applicable series of Notes was issued (and only during such calendar quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price of the applicable series of Notes on each applicable trading day; • during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the applicable series of Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the applicable series of Notes on such applicable trading day; or • upon the occurrence of specified corporate events described in the applicable Indenture. While the 2023 Notes have, from time to time, been convertible at the option of the holders as a result of meeting one or more of the triggers described above, as of June 30, 2022, none of the above triggers were met for any series of Notes. Accordingly, no Notes are convertible at the option of the holders during the quarter ending September 30, 2022. As the 2023 Notes mature on June 1, 2023, they were classified as current liabilities on the condensed consolidated balance sheet as of June 30, 2022. As of June 30, 2022, the if-converted value of the 2023 Notes exceeded its principal amount by $7.8 million and the if-converted values of the 2024 & 2026 Notes did not exceed their respective principal amounts. We may not redeem any series of Notes prior to the relevant maturity date. Holders of any series of Notes have the right to require us to repurchase for cash all or a portion of their applicable series of Notes, at 100% of its respective principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change as defined in the applicable Indenture for such series of Notes. We are also required to increase the conversion rate for holders who convert their Notes in connection with certain corporate events occurring prior to the relevant maturity date. The Notes are our senior unsecured obligations and rank senior in right of payment to any of our indebtedness and other liabilities that are expressly subordinated in right of payment to the Notes, equal in right of payment among all series of Notes and to any other existing and future indebtedness and other liabilities that are not subordinated, effectively junior in right of payment to any of our secured indebtedness and other liabilities to the extent of the value of the assets securing such indebtedness and other liabilities, and structurally junior in right of payment to all of our existing and future indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. Capped Call Transactions In connection with the pricing of the 2023 Notes, we entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers of the 2023 Notes and other financial institutions. In connection with the pricing of the 2024 & 2026 Notes, we entered into privately negotiated capped call transactions with other financial institutions. The capped call transactions are expected generally to reduce or offset potential dilution to holders of our common stock and/or offset the potential cash payments that we could be required to make in excess of the principal amount upon any conversion of the applicable series of Notes under certain circumstances, with such reduction and/or offset subject to a cap based on the cap price. Under the capped call transactions, we purchased capped call options that in the aggregate relate to the total number of shares of our Class A common stock underlying the applicable series of Notes, with an initial strike price of approximately $44.33 per share in the case of the 2023 Notes, which corresponds to the initial conversion price of the 2023 Notes, and approximately $189.36 per share in the case of the 2024 & 2026 Notes, which corresponds to the initial conversion price of each of the 2024 & 2026 Notes. Further, the capped call options are subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the applicable series of Notes, and have a cap price of $62.22 per share in the case of the 2023 Notes, and $315.60 per share in the case of the 2024 & 2026 Notes. The cost of the purchased capped calls of $19.1 million in the case of the 2023 Notes and $87.4 million in the case of the 2024 & 2026 Notes was recorded as a reduction to additional paid-in-capital. We elected to integrate the applicable capped call options with the applicable series of Notes for federal income tax purposes pursuant to applicable U.S. Treasury Regulations. Accordingly, the $19.1 million gross cost of the purchased capped calls in the case of the 2023 Notes and the $87.4 million gross cost of the purchased capped calls in the case of the 2024 & 2026 Notes will be deductible for income tax purposes as original discount interest over the term of the 2023 Notes and the applicable series of the 2024 & 2026 Notes, respectively. We recorded deferred tax assets of $4.6 million with respect to the 2023 Notes and $20.9 million with respect to the 2024 & 2026 Notes, which represent the tax benefit of these deductions with an offsetting entry to additional paid-in capital. These deferred tax assets, as adjusted for activity through December 31, 2021, were written off as part of the ASU 2020-06 implementation. In connection with the exchange agreements discussed below, we terminated a corresponding portion of the existing capped call transactions that we entered into in connection with the issuance of the 2023 Notes, which resulted in the net share settlement and our receipt and retirement of 285,466 shares of Class A common stock. Exchange of 2023 Notes In connection with the issuance of the 2024 & 2026 Notes discussed above, during the year ended December 31, 2019, we entered into exchange agreements with certain holders of our outstanding 2023 Notes and, using a portion of the net proceeds from the issuance of the 2024 & 2026 Notes, we exchanged $145.2 million principal amount, together with accrued and unpaid interest thereon, of the 2023 Notes for aggregate consideration of $145.4 million in cash, representing the principal and accrued interest of the exchanged 2023 Notes, and 2.2 million shares of Class A common stock. Other than this exchange, we have received immaterial requests for conversion since the 2023 Notes initially became convertible but did not receive any additional requests for conversion during the three and six months ended June 30, 2022. The Notes consisted of the following (in thousands): As of June 30, 2022 As of December 31, 2021 2023 Notes 2024 Notes 2026 Notes 2023 Notes 2024 Notes 2026 Notes Liability: Principal $ 84,748 $ 400,000 $ 400,000 $ 84,748 $ 400,000 $ 400,000 Less: debt discount and issuance costs, net of amortization (1) (393) (3,554) (4,988) (7,348) (42,941) (71,043) Net carrying amount $ 84,355 $ 396,446 $ 395,012 $ 77,400 $ 357,059 $ 328,957 Equity, net of issuance costs (2) $ — $ — $ — $ 46,473 $ 69,749 $ 93,380 (1) As of December 31, 2021, the debt discount component, net of amortization, which is not applicable under ASU 2020-06, was $6.7 million for the 2023 Notes, $38.6 million for the 2024 Notes, and $65.5 million for the 2026 Notes. See Note 2, Significant Accounting Policies , for additional information related to the adoption of this accounting standard. (2) Not applicable under ASU 2020-06. See Note 2, Significant Accounting Policies , for additional information related to the adoption of this accounting standard. The following table sets forth interest expense recognized related to the Notes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 1,606 $ 1,606 $ 3,212 $ 3,212 Amortization of debt issuance costs and discount (1) 836 8,024 1,616 16,016 Total $ 2,442 $ 9,630 $ 4,828 $ 19,228 (1) The aggregate amortization expense related to the equity component of our Notes, which is not applicable under ASU 2020-06, for the three and six months ended June 30, 2021 was $7.2 million and 14.5 million, respectively. The following table sets forth future contractual obligations of contractual interest and principal related to the Notes (in thousands): Payments Due by Period Remainder of 2022 $ 3,212 2023 90,960 2024 406,000 2025 4,000 2026 404,000 Total principal and related contractual interest $ 908,172 |