Convertible Senior Notes

In November 2013, the Company issued $175.0 million aggregate principal amount of 1.75% Convertible Senior Notes due November 15, 2018 ("2018 Notes") in a private placement offering at a price equal to 100% of the principal amount thereof. Interest is payable semi-annually in arrears on May 15 and November 15 of each year, commencing May 15, 2014. The Company may be required to pay additional interest upon occurrence in certain events as outlined in the indenture governing the 2018 Notes. The 2018 Notes are unsecured and rank senior to the Company's future indebtedness that is expressly subordinated to the 2018 Notes, equal with existing and future indebtedness that are not so subordinated and junior to any future secured indebtedness, all existing and future debt and other liabilities of the Company's subsidiaries. As of December 29, 2013, the remaining term of the 2018 Notes is 4.9 years.

The 2018 Notes are convertible, subject to certain conditions, into shares of the Company's common stock at an initial conversion price of approximately $10.30 per share, or 97.13 shares of the Company's common stock per $1,000 in principal amount of the 2018 Notes. The conversion rate is subject to adjustment for certain events as outlined in the indenture governing the 2018 Notes. On or prior to August 15, 2018, holders may convert their 2018 Notes at their option under the following circumstances: (1) during any fiscal quarter after December 29, 2013, if the closing price of the Company's common stock for at least 20 trading days during the 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 conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of 2018 Notes was less than 98% of the product of the last reported sale price of the Company's common stock and the applicable conversion rate on such date; or (3) upon the occurrence of certain corporate transactions or specified distributions described in the indenture. Upon conversion, the principal amount of the 2018 Notes will be paid in cash and the conversion spread will be paid in shares or cash at the Company’s election. As of December 29, 2013, the “if-converted” value of the 2018 Notes did not exceed its principal amount and none of the conditions allowing holders of the 2018 Notes to convert had been met.

The Company may not redeem the 2018 Notes prior to maturity. However, in the event of a fundamental change, as defined in the indenture, the holders of the 2018 Notes have the option to require the Company to repurchase all or a portion of their 2018 Notes at a purchase price equal to 100% of the principal amount of the 2018 Notes, plus accrued and unpaid interest. Holders who convert their 2018 Notes in connection with a make-whole fundamental change, as defined in the indenture, may be entitled to an increase in the conversion rate.

The Company evaluated the terms of the embedded stock conversion option, and concluded that the conversion option is indexed to the Company's stock. Accordingly, the conversion option is not accounted for separately as a derivative.

At the date of issuance, the Company separated the 2018 Notes into its liability and equity components. The liability component was determined by measuring the fair value of a similar instrument excluding the conversion feature. The equity component, which reflects the value of the conversion feature at issuance, was recognized as the difference between the proceeds from the issuance of the 2018 Notes and the fair value of the liability component, and recorded as additional paid-in capital. The excess of the principal amount of the liability component over its carrying amount of approximately $32.0 million is being amortized to interest expense over the term of the 2018 Notes, using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions of equity classification.

The Company recorded total issuance costs of approximately $5.2 million, which have been allocated on a pro-rata basis to the debt and equity components, consistent with the allocation of the 2018 Notes. The debt issuance costs attributable to the liability component of approximately $4.3 million were recorded in other assets and are being amortized over the term of the 2018 Notes. The debt issuance costs attributable to the equity component of approximately $0.9 million were netted against the equity component of the 2018 Notes and recorded as a reduction to additional paid-in capital. Debt issuance costs, net of amortization, were approximately $4.2 million as of December 29, 2013.

The carrying values of the liability and equity components of the 2018 Notes consisted of the following as of December 29, 2013:



	(in thousands)
Liability component:
Principal amount	$	175,000
Less: Unamortized debt discount	(31,333		)
Net carrying amount	143,667
Equity component	$	31,063

The total fair value of the 2018 Notes at December 29, 2013 was $169.9 million, which was estimated based on recent market transaction prices, a Level 2 fair value measurement (Note 3).

The following table sets forth total interest expense recognized related to the 2018 Notes during the three and six months ended December 29, 2013:



	(in thousands)
Contractual coupon interest expense	$	383
Amortization of debt issuance costs	79
Accretion of debt discount	686
Total	$	1,148

Effective interest rate	6.61		%