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Debt
 12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt
(11)    Debt
Convertible Senior Notes
In May 2020, we issued $230.0 million aggregate principal amount of convertible senior notes due May 1, 2025 (the “2025 Notes”), in March 2021, we issued $600.0 million aggregate principal amount of convertible senior notes due March 15, 2027 (the “2027 Notes”) and in September 2023, we issued $300.0 million aggregate principal amount of convertible senior notes due March 15, 2029 (the “2029 Notes”) (collectively, the “Notes”). In September 2023, we used $201.0 million of the proceeds from the issuance of the 2029 Notes to repurchase and retire $184.0 million aggregate principal amount of the 2025 Notes and paid accrued and unpaid interest thereon. Further details of the Notes are as follows:
IssuanceMaturity DateInterest RateFirst Interest Payment DateEffective Interest RateSemi-Annual Interest Payment DatesInitial Conversion Rate per $1,000 PrincipalInitial Conversion PriceNumber of Shares (in millions)
2025 NotesMay 1, 20252.25%November 1, 20202.88%May 1 and November 116.3875$61.02 0.8
2027 NotesMarch 15, 20270.25%September 15, 20210.67%March 15 and September 159.6734$103.38 5.8
2029 NotesMarch 15, 20291.25%March 15, 20241.69%March 15 and September 1515.4213$64.85 4.6
The 2025 Notes, the 2027 Notes and the 2029 Notes are senior unsecured obligations, do not contain any financial covenants and are governed by indentures between the Company, as issuer, and U.S. Trust Company, Bank National Association, as trustee (the “Indentures”). The total net proceeds from the 2025 Notes, the 2027 Notes and the 2029 Notes offerings, after deducting initial purchase discounts and debt issuance costs, were $222.8 million, $585.0 million and $292.0 million, respectively.
As of December 31, 2024, the 2027 Notes and the 2029 Notes were not convertible at the option of the holders. The 2025 Notes became convertible at the option of the holders effective November 1, 2024.
The holders may convert the 2025 Notes, the 2027 Notes and the 2029 Notes at any time on or after November 1, 2024, December 15, 2026 and December 15, 2028, respectively, until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the circumstances set forth above. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the Indentures.
If we undergo a fundamental change (as set forth in the Indentures) at any time prior to the maturity date, holders of the Notes will have the right, at their option, to require us to repurchase for cash all or any portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date or following our issuance of a notice of redemption, in each case as described in the Indentures, we will increase the conversion rate for a holder of the Notes who elects to convert its Notes in connection with such a corporate event or during the related redemption period in certain circumstances.
Accounting for the Notes
In accounting for the issuance of the Notes, the principal less debt issuance costs are recorded as debt on our consolidated balance sheet. The debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the Notes.
The net carrying amount of the Notes as of December 31, 2024 and December 31, 2023 was as follows (in thousands):
2025 Notes2027 Notes2029 Notes
PrincipalUnamortized debt issuance costsTotalPrincipalUnamortized debt issuance costsTotalPrincipalUnamortized debt issuance costsTotal
Balance at December 31, 2023$45,992 $(404)$45,588 $600,000 $(8,077)$591,923 $300,000 $(7,515)$292,485 
Amortization of debt issuance costs— 307 307 — 2,513 2,513 — 1,435 1,435 
Balance at December 31, 2024$45,992 $(97)$45,895 $600,000 $(5,564)$594,436 $300,000 $(6,080)$293,920 
Interest expense related to the Notes was as follows (in thousands):
Year Ended December 31,
202420232022
2025 Notes2027 Notes2029 NotesTotal2025 Notes2027 Notes2029 NotesTotal2025 Notes2027 NotesTotal
Contractual interest expense$1,035 $1,500 $3,749 $6,284 $3,795 $1,500 $1,167 $6,462 $5,174 $1,502 $6,676 
Amortization of debt issuance costs307 2,513 1,435 4,255 1,066 2,487 394 3,947 1,4252,4683,893
Induced conversion expense— — — — 53,889 — — 53,889 — — — 
Total interest expense$1,342 $4,013 $5,184 $10,539 $58,750 $3,987 $1,561 $64,298 $6,599 $3,970 $10,569 
Capped Calls
In connection with the offering of the 2025 Notes, the 2027 Notes and the 2029 Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “2025 Capped Calls”, “2027 Capped Calls” and “2029 Capped Calls”) (collectively, the “Capped Calls”).
The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain specified extraordinary events affecting us, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions.
The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of Notes:
Capped Calls Entered into in Connection with the Issuance of the 2025 NotesCapped Calls Entered into in Connection with the Issuance of the 2027 NotesCapped Calls Entered into in Connection with the Issuance of the 2029 Notes
Initial strike price, subject to certain adjustments$61.02 $103.38 $64.85 
Cap price, subject to certain adjustments$93.88 $159.04 $97.88 
Total premium paid (in thousands)$27,255 $76,020 $36,570 
Expiration datesMarch 4, 2025 - April 29, 2025January 1, 2027 - March 11, 2027February 13, 2029 - March 13, 2029
For accounting purposes, the 2025 Capped Calls, the 2027 Capped Calls and the 2029 Capped Calls are separate transactions, and not part of the terms of the 2025 Notes, the 2027 Notes and the 2029 Notes. The 2025 Capped Calls, 2027 Capped Calls and 2029 Capped Calls are recorded in stockholders' equity and are not accounted for as derivatives.
Credit Agreement
In April 2020, we entered into a Credit and Security Agreement, with KeyBank National Association that provided for a $30.0 million revolving credit facility, with a letter of credit sublimit of $15.0 million and an accordion feature under which we could increase the credit facility to up to $70.0 million. In May 2020, we utilized the accordion feature to increase the credit facility to $50.0 million.
In December 2021, we entered into an Amendment Agreement in respect of our Credit and Security Agreement (as amended, the "Credit Agreement"), with KeyBank National Association, to, among other things, increase the credit facility from $50.0 million to $100.0 million and extend the maturity date to December 22, 2024. The Credit Agreement provided for a $100.0 million revolving credit facility, with a letter of credit sublimit of $15.0 million, and an accordion feature under which we could increase the credit facility to up to $150.0 million. We incurred fees of
$0.4 million in connection with entering into the Credit Agreement, which were recorded in other current assets on the consolidated balance sheet and amortized on a straight-line basis over the contractual term of the arrangement. The commitment fee of 0.2% per annum on the unused portion of the credit facility is expensed as incurred and included within interest expense on the consolidated statement of operations. The Credit Agreement contained certain financial covenants including a requirement that we maintain specified minimum recurring revenue and liquidity amounts.
The borrowings under the Credit Agreement bear interest, at our option, at a rate equal to either (i) term SOFR plus a credit spread adjustment of 0.10% per annum plus a margin of 2.50% per annum or (ii) the alternate base rate (subject to a floor), plus an applicable margin equal to 0% per annum.
As noted above, the Credit Agreement matured on December 22, 2024.