Common Stock and Loss Per Share

6 Months Ended

Jun. 30, 2017

Stockholders' Equity Note [Abstract]

Common Stock and Loss Per Share Disclosure

Common Stock and Loss Per Share

Rights Agreement

On November 11, 2016, the Company entered into an Amended and Restated Section 382 Rights Agreement with Computershare, which amends and restates the Rights Agreement between the Company and Computershare dated as of June 29, 2015, as previously amended. On June 29, 2015, the Company's Board of Directors had authorized and the Company declared a dividend of one preferred stock purchase right for each outstanding share of the Company's common stock. The dividend was payable on July 9, 2015 to stockholders of record as of the close of business on July 9, 2015 and entitled the registered holder thereof to purchase from the Company one one-thousandth of a fully paid non-assessable share of Junior Participating Preferred Stock, par value $0.01 per share, of the Company at a price of $74.16, subject to adjustment as provided in the Rights Agreement. Any shares of common stock issued by the Company after such date also receive such a right. The terms of the preferred stock purchase rights are set forth in the Rights Agreement.

Subsequent to the initial adoption of the Rights Agreement, it was amended to, among other things, permit certain stockholders to acquire up to 25% of the outstanding shares of the Company's common stock. The Company entered into the November 2016 amendment and restatement of the Rights Agreement to, among other things, lower the ownership thresholds permitted pursuant to the Rights Agreement such that if any person or group of persons, including persons who owned more than the threshold percentage of shares on the amendment date, but excluding certain exempted persons, acquires 4.99% or more of the Company's outstanding common stock or any other interest that would be treated as "stock" for the purposes of Section 382, there would be a triggering event potentially resulting in significant dilution in the voting power and economic ownership of such acquiring person or group. The Rights Agreement provides that the rights issued thereunder will expire on November 11, 2017 or upon the earlier occurrence of certain events, subject to the extension of the Rights Agreement by the Company's Board of Directors or the redemption or exchange of the rights by the Company, in each case as described in, and subject to the terms of, the Rights Agreement.

The November 2016 amendment to the Rights Agreement was intended to help protect the Company's "built-in tax losses" and certain other tax benefits by acting as a deterrent to any person or group of persons acting in concert from becoming or obtaining the right to become the beneficial owner (including through constructive ownership of securities owned by others) of 4.99% or more of the shares of the Company's common stock, or any other interest that would be treated as "stock" for the purposes of Section 382, then outstanding, without the approval of its Board of Directors, subject to certain exceptions.

Loss Per Share

The following is a reconciliation of the numerators and denominators of the basic and diluted loss per share computations shown on the consolidated statements of comprehensive loss (in thousands, except per share data):

	For the Three Months   Ended June 30,						For the Six Months   Ended June 30,
	2017			2016			2017			2016
Basic and diluted loss per share
Net loss available to common stockholders (numerator)	$	(94,309	)	$	(489,963	)	$	(89,801	)	$	(662,665	)
Weighted-average common shares outstanding (denominator)	36,536			35,811			36,475			35,679
Basic and diluted loss per common and common equivalent share	$	(2.58	)	$	(13.68	)	$	(2.46	)	$	(18.57	)

For periods in which there is income, certain securities would be antidilutive to the diluted earnings per share calculation. The following table summarizes antidilutive securities that would be excluded from the computation of dilutive earnings per share (in thousands):

	For the Three Months   Ended June 30,		For the Six Months   Ended June 30,
	2017	2016	2017	2016
Outstanding share-based compensation awards
Stock options (1)	3,567	3,018	3,567	2,942
Performance shares (2)	—	—	—	—
Restricted stock units	337	461	170	461
Assumed conversion of Convertible Notes	4,932	4,932	4,932	4,932

__________

(1) Includes out-of-the-money stock options totaling 3.6 million and 3.1 million at June 30, 2017 and 2016, respectively.

(2) Performance shares represent the number of shares expected to be issued based on the performance percentage as of the end of the reporting periods above.

The Convertible Notes are antidilutive when calculating earnings per share when the Company's average stock price is less than $58.80. Upon conversion of the Convertible Notes, the Company may pay or deliver, at its option, cash, shares of the Company’s common stock, or a combination of cash and shares of common stock.