INDEBTEDNESS

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

INDEBTEDNESS

10. INDEBTEDNESS

2024 Convertible Notes and 2017 Capped Call Transactions

On November 14, 2017, the Company issued $570.0 million aggregate principal amount of senior convertible notes due on November 15, 2024 (the “2024 Notes”) and, simultaneously, entered into capped call transactions with counterparties intended to minimize the impact of potential dilution upon conversion of the 2024 Notes (the “2017 Capped Calls”).

On September 14, 2022, the Company entered into separate, privately negotiated transactions to repurchase a portion of the outstanding 2024 Notes. The holders exchanged $150.6 million in aggregate principal value of 2024 Notes held by them for an aggregate payment of $248.6 million for full settlement of the principal value and accrued interest on such date. As a result of the repurchases, the Company entered into agreements with the 2017 Capped Calls counterparties to terminate a corresponding portion of the 2017 Capped Calls and received $26.3 million in cash.

On March 2, 2023, the Company entered into separate, privately negotiated exchange agreements with certain holders of the outstanding 2024 Notes. The holders exchanged $313.5 million in aggregate principal value of the 2024 Notes held by them for 4.5 million shares of the Company’s common stock. As a result of the exchange, the Company entered into agreements with the counterparties to the 2017 Capped Calls to terminate a portion of the 2017 Capped Calls and received approximately $80.6 million in cash.

In June 2024, certain existing holders elected to convert $14.2 million in aggregate principal amount of the 2024 Notes into approximately 0.2 million shares of the Company’s common stock. As the conversions were completed under the original terms of the

2024 Notes, there is no gain or loss impact on the accompanying unaudited condensed consolidated statements of comprehensive income (loss). The capped call options related to the shares underlying the conversion are required to be settled at the scheduled maturity date of the 2024 Notes.

For additional details about the 2024 Notes, please read Note 13, Indebtedness to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Total Debt Obligations

As of June 30, 2024 and December 31, 2023, the Company recorded approximately $1,226.3 million and $1,238.0 million as debt on the unaudited condensed consolidated balance sheets, respectively, with the 2024 Notes balance recorded as a current liability for both periods.

The following table summarizes the Company’s debt facilities for each of the periods indicated:

	As of June 30, 2024			As of December 31, 2023
	(in thousands)
Principal amount of the 2024 Notes	$	91,641		$	105,847
Principal amount of the 2027 Notes		1,150,000			1,150,000
Unamortized discount - debt issuance costs of 2024 Notes		(136	)		(364	)
Unamortized discount - debt issuance costs of 2027 Notes		(15,190	)		(17,485	)
Total carrying value of debt facilities	$	1,226,315		$	1,237,998
Fair value of 2024 Notes	$	206,338		$	144,833
Fair value of 2027 Notes		1,485,409			1,172,276
Total fair value of debt facilities	$	1,691,747		$	1,317,109

For each of the three months ended June 30, 2024 and 2023, contractual interest expense from debt facilities was $5.2 million, inclusive of $1.3 million and $1.2 million of amortization of debt discounts, respectively. For the six months ended June 30, 2024 and 2023, contractual interest expense from debt facilities was $10.5 million and $11.5 million, inclusive of $2.5 million and $2.7 million of amortization of debt discounts, respectively. The fair value of the 1.25% convertible senior notes due on September 15, 2027 (“2027 Notes”) and the 2024 Notes is based on open market trades and is classified as Level 1 in the fair value hierarchy.

The following table summarizes the total principal and contractual interest payments due under the Company’s debt arrangements:

	As of June 30, 2024
	Principal		Interest		Total Payments
	(in thousands)
2024 (July-December)	$	91,641	$	7,898	$	99,539
2025		—		14,375		14,375
2026		—		14,375		14,375
2027		1,150,000		14,375		1,164,375
Total payments	$	1,241,641	$	51,023	$	1,292,664