XML 29 R19.htm IDEA: XBRL DOCUMENT v3.23.2
INDEBTEDNESS
 6 Months Ended
Jun. 30, 2023
Debt Disclosure [Abstract]  
INDEBTEDNESS INDEBTEDNESS
The components of indebtedness were as follows as of June 30, 2023 (in thousands, except percentages):
IndebtednessEffective Interest RatePrincipal AmountUnamortized Debt Discount and Issuance CostsNet Carrying Amount
0.50% 2026 Convertible Notes due on June 1, 2026
0.98 %$1,373,013 $(19,756)$1,353,257 
3.38% 2028 Senior Notes due on October 1, 2028
3.57 %1,000,000 (9,025)990,975 
3.63% 2031 Senior Notes due on October 1, 2031
3.77 %1,000,000 (9,975)990,025 
Total$3,373,013 $(38,756)$3,334,257 
The components of indebtedness were as follows as of December 31, 2022 (in thousands, except percentages):
IndebtednessEffective Interest RatePrincipal AmountUnamortized Debt Discount and Issuance CostsNet Carrying Amount
0.50% 2026 Convertible Notes due on June 1, 2026
0.98 %$1,437,500 $(23,339)$1,414,161 
3.38% 2028 Senior Notes due on October 1, 2028
3.57 %1,000,000 (10,022)989,978 
3.63% 2031 Senior Notes due on October 1, 2031
3.77 %1,000,000 (10,691)989,309 
Total$3,437,500 $(44,052)$3,393,448 
Convertible senior notes
In May 2021, the Company issued an aggregate principal amount of $1.4 billion of convertible senior notes due in 2026 (the “2026 Convertible Notes”) pursuant to an indenture, dated May 18, 2021 (the “Convertible Notes Indenture”), between the Company and U.S. Bank National Association, as trustee. The 2026 Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
In June 2023, the Company paid $45.5 million to repurchase $64.5 million of aggregate principal amount of the 2026 Convertible Notes with a carrying value of $63.6 million, net of unamortized issuance costs and original issue discount of $0.9 million and legal fees of $0.3 million. The Company recorded a net gain on extinguishment of long-term debt during the three and six months ended June 30, 2023 of $17.9 million in other expense (income), net within the condensed consolidated statements of operations.
Senior notesIn September 2021, the Company completed the issuance of an aggregate principal amount of $1.0 billion of senior notes due on October 1, 2028 (the “2028 Senior Notes”) and an aggregate principal amount of $1.0 billion of senior notes due on October 1, 2031 (the “2031 Senior Notes” and together with the 2028 Senior Notes, the “Senior Notes”). The Senior Notes were issued within the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.The indenture governing the Senior Notes contains customary covenants that restrict the ability of the Company and certain of its subsidiaries to incur debt and liens. The Company is not aware of any instances of non-compliance with the covenants as of June 30, 2023.
Interest
The following table summarizes the interest expense for the 2026 Convertible Notes, the 2028 Senior Notes, and the 2031 Senior Notes (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Coupon interest$19,289 $19,234 $38,585 $38,641 
Amortization of debt discount and issuance costs2,238 2,168 4,403 4,238 
Total$21,527 $21,402 $42,988 $42,879 
Debt discounts and debt issuance costs are amortized to interest expense using the effective interest method over the contractual term of the respective note.