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Debt
9 Months Ended
Sep. 30, 2015
Debt  
Debt

9.     Debt

 

The components of the convertible notes are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carrying Amount,

 

 

 

Interest Rates

 

 

 

September 30,

 

December 31,

 

Debt

    

September 30, 2015

    

Maturities

    

2015

    

2014

 

4.75% Convertible Senior Notes due 2015

 

4.75

%  

2015

 

$

5

 

$

85,640

 

0.375% Convertible Senior Notes due 2018

 

0.375

%  

2018

 

 

325,506

 

 

314,752

 

1.25% Convertible Senior Notes due 2020

 

1.25

%  

2020

 

 

298,422

 

 

288,726

 

 

 

 

 

 

 

 

623,933

 

 

689,118

 

Less current portion

 

 

 

 

 

 

5

 

 

85,640

 

 

 

 

 

 

 

$

623,928

 

$

603,478

 

 

The carrying amount and fair value of our convertible notes are as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

 

    

Carrying

    

 

 

    

Carrying

    

 

 

 

 

 

Amount

 

Fair Value

 

Amount

 

Fair Value

 

4.75% Convertible Senior Notes due 2015

 

$

5

 

$

57

 

$

85,640

 

$

755,143

 

0.375% Convertible Senior Notes due 2018

 

 

325,506

 

 

808,125

 

 

314,752

 

 

560,156

 

1.25% Convertible Senior Notes due 2020

 

 

298,422

 

 

813,982

 

 

288,726

 

 

577,736

 

 

 

$

623,933

 

$

1,622,164

 

$

689,118

 

$

1,893,035

 

 

The fair values of the 4.75% Convertible Senior Notes due 2015 (the “2015 Notes”), the 0.375% Convertible Senior Notes due 2018 (the “2018 Notes”) and the 1.25% Convertible Senior Notes due 2020 (the “2020 Notes”) are based on data from readily available pricing sources which utilize market observable inputs and other characteristics for similar types of instruments, and, therefore, these convertible senior notes are classified within Level 2 in the fair value hierarchy.

 

Prior to May 14, 2014, the 2018 and 2020 Notes were not convertible except in connection with a make whole fundamental change, as defined in the respective indentures. Beginning on, and including, May 15, 2014, the 2018 and 2020 Notes are convertible prior to the close of business on the business day immediately preceding May 15, 2018, in the case of the 2018 Notes, and May 15, 2020, in the case of the 2020 Notes, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2014 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a 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 for the 2018 Notes or 2020 Notes, as applicable, on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2018 Notes or 2020 Notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the 2018 Notes or 2020 Notes, as applicable, on each such trading day; or (3) upon the occurrence of specified corporate events. On or after May 15, 2018, in the case of the 2018 Notes, and May 15, 2020, in the case of the 2020 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, the Notes are convertible at any time, regardless of the foregoing circumstances. Upon conversion we will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at our election.

 

On October 1, 2015, the 2018 Notes and 2020 Notes became convertible through at least December 31, 2015, based on meeting the conversion criteria related to the sale price of our common stock during the calendar quarter ended September 30, 2015 as described in (1) above. Management’s intent is to settle any conversions of 2018 Notes or 2020 Notes during this period in shares of our common stock and, therefore, the 2018 Notes and 2020 Notes are reflected in long term liabilities on the condensed consolidated balance sheet at September 30, 2015.

 

During 2015, certain holders of the 2015 Notes converted a total of $90.8 million in aggregate principal amount of the 2015 Notes for the shares of our common stock into which the 2015 Notes were convertible, aggregating 10.4 million shares. The holders of the 2015 Notes included the Baker Entities, a related party affiliated with Julian C. Baker, one of our directors and principal stockholders.  The Baker Entities converted $43.3 million in aggregate principal amount of the 2015 Notes for 4.9 million shares.