Subsequent Event

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On August 6, 2024, the Company entered into private, separately negotiated agreements for (i) the private offering and sales (the “Note Purchase Transaction”) of $100.0 million in aggregate principal amount of newly issued, first-lien senior secured floating rate notes of the Company (the “New Senior Secured Notes”), to be issued pursuant to a First-Lien Indenture, on the terms and conditions set forth in a Purchase Agreement, dated as of August 6, 2024, among the Company, the Guarantors and the Purchasers party thereto (the “Purchase Agreement”); and (ii) the exchange (the “Exchange Transaction” and, together with the Note Purchase Transaction, the “Note Purchase and Exchange Transactions”) of approximately $421.9 million in aggregate principal amount of 1.25% Convertible Senior Notes due 2026 (the “Existing Convertible Notes”) for approximately $274.2 million in aggregate principal amount of newly issued Convertible Senior Secured Notes due 2030 (the “New Secured Convertible Notes”), consisting of two series of second-lien, senior secured notes of the Company, both of which have identical terms other than the principal amount, interest rate and applicable conversion price, to be issued pursuant to a Second-Lien Indenture, on the terms and conditions set forth in an Exchange Agreement, dated as of August 6, 2024, among the Company, the Guarantors and the Holders party thereto (the “Exchange Agreement” and, together with the Purchase Agreement, the “Note Purchase and Exchange Agreements”). The Company will not receive any cash proceeds from the Exchange Transaction.

Copies of each of the Purchase Agreement, Exchange Agreement, First-Lien Indenture and Second-Lien Indenture are included as exhibits to this Form 10-Q.

On August 8, 2024, we expanded the program under the 2024 Sales Agreement as outlined in Note 11 with the Agent, under which we may offer and sell, from time to time in our sole discretion, shares of our Class A common stock with aggregate gross sales proceeds of up to an additional $50.0 million under the Equity Financing Program. We intend to use the net proceeds from offerings under the Equity Financing Program for general corporate purposes, including payment of interest on debt and other manner to repay, repurchase, or service such debt.