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Debt
9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Debt Debt
The following table summarizes the balances and availability of our 2026 Notes and 2020 Revolving Credit Facility:
Outstanding (1)
Unutilized AmountInterest RateMaturity Date
September 30,
2022
December 31,
2021
September 30,
2022
December 31,
2021
September 30,
2022
December 31,
2021
(in thousands)
2026 Notes$363,885 $362,031 N/AN/A0.125%0.125%Sept. 1, 2026
2020 Revolving Credit Facility1,037 1,037 $148,963 $148,963 1.25%1.25%July 27, 2025
(1) Represents the net carrying amount of our 2026 Notes and outstanding letters of credit under the 2020 Revolving Credit Facility.
Convertible Senior Notes
On September 17, 2021, the Company issued $373.8 million aggregate principal amount of 0.125% 2026 Notes in a private offering. The initial conversion rate for the 2026 Notes is 20.0024 shares of the Company’s common stock per $1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $49.99 per share of common stock. As of September 30, 2022, the conditions allowing holders of the 2026 Notes to convert were not met.
The following table sets forth the interest expense related to the 2026 Notes for the periods presented:
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
(in thousands)
Contractual interest expense$116 $18 $350 $18 
Amortization of issuance costs620 95 1,854 95 
The effective interest rate on the 2026 Notes was 0.81% for both the three and nine months ended September 30, 2022 and 2021. See Note 3 for additional information on the Company’s 2026 Notes.
Capped Calls
In the third quarter of 2021, the Company also entered into the Capped Calls. The Capped Calls each have an initial strike price of approximately $49.99 per share and an initial cap price of $71.42 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 7.5 million shares of the Company’s common stock. The Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the 2026 Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The Company paid approximately $36.0 million from the net proceeds from the issuance and sale of the 2026 Notes to purchase the Capped Calls and recorded the Capped Calls as a reduction to additional paid-in capital in the condensed consolidated balance sheet.
Credit Agreement
The 2020 Credit Agreement provides for the 2020 Revolving Credit Facility of $150.0 million, which may be increased or decreased under specific circumstances, with a $25.0 million letter of credit sublimit and a $50.0 million alternative currency sublimit. In addition, the 2020 Credit Agreement provides for the ability of the Company to request incremental term loan facilities, in a minimum amount of $5.0 million for each facility. The 2020 Credit Agreement contains customary representations and warranties, affirmative covenants, reporting obligations, negative covenants, and events of default. We were in compliance with such covenants as of both September 30, 2022 and December 31, 2021.
As of September 30, 2022 and December 31, 2021, debt issuance costs related to the 2020 Credit Agreement of $0.7 million and $0.9 million, respectively, are included in other assets in the condensed consolidated balance sheets.
In connection with the closing of the Wandera acquisition on July 1, 2021, the Company entered into the Credit Agreement Amendment, which amended the Company’s 2020 Credit Agreement. The Credit Agreement Amendment provided for the 2021 Term Loan Facility, a new 364-day term loan facility in an aggregate principal amount of $250.0 million on substantially the same terms and conditions as the Company’s existing 2020 Revolving Credit Facility. The Company repaid the principal amount of the 2021 Term Loan Facility on September 23, 2021 with proceeds from the issuance and sale of the 2026 Notes.