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Convertible Senior Notes | 3 Months Ended
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Mar. 31, 2024
Debt Disclosure [Abstract] |
Convertible Senior Notes | Convertible Senior Notes On May 2, 2017, we completed a private placement of $517.5 million in aggregate principal amount of 2.25% fixed-rate convertible senior notes due May 15, 2024, or the 2024 Notes, and entered into the 2017 Indenture with respect to the 2024 Notes. Interest on the 2024 Notes is due semi-annually on May 15 and November 15 of each year. In 2020, we repurchased $136.2 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $186.9 million in cash. In 2022, we repurchased $210.8 million aggregate principal amount of the 2024 Notes for an aggregate repurchase price of $279.0 million in cash. In January 2024, we provided notice to the holders of the 2024 Notes electing to settle all conversions of the 2024 Notes which occur on or after January 15, 2024 in cash. Consequently, the embedded conversion option of the 2024 Notes (the conversion feature) required bifurcation and separate accounting from the 2024 Notes as it no longer qualified for the equity scope exception under ASC 815. Upon bifurcation of the conversion feature, we recorded a derivative liability at a fair value of $126.6 million (Level 3) and a corresponding debt discount that will be accreted over the remaining term of the 2024 Notes using the straight-line method. Subsequent changes in the fair value of the derivative liability and accretion of the debt discount will be recorded in other income (expense), net in our condensed consolidated statements of operations. The following table presents a reconciliation of the beginning and ending balances for the derivative liability measured at fair value using significant unobservable inputs (Level 3).
(in millions) | Amount
Balance as of December 31, 2023 | $ | — |
Initial fair value | 126.6 |
Change in fair value | 9.6 |
Balance as of March 31, 2024 | $ | 136.2 |
The following table presents a summary of charges recognized in connection with the bifurcation of the conversion feature of the 2024 Notes in the first quarter of 2024.
(in millions) | Amount
Accretion of debt discount | $ | 79.1 |
Change in fair value | 9.6 |
Charges associated with convertible senior notes | $ | 88.7 |
The following table presents a summary of the 2024 Notes as of March 31, 2024.
| Principal Amount |  | Unamortized Debt |  | Net Carrying Amount |  | Fair Value
(in millions) |  | Issuance Costs |  | Discount |  |  | Amount |  | Leveling
Convertible senior notes | $ | 170.4 |  |  | $ | (0.1) |  |  | $ | (47.5) |  |  | $ | 122.8 |  |  | $ | 309.5 |  |  | Level 2
The following table presents a summary of the 2024 Notes as of December 31, 2023.
| Principal Amount |  | Unamortized Debt |  | Net Carrying Amount |  | Fair Value
(in millions) |  | Issuance Costs |  | Discount |  |  | Amount |  | Leveling
Convertible senior notes | $ | 170.4 |  |  | $ | (0.3) |  |  | $ | — |  |  | $ | 170.1 |  |  | $ | 295.7 |  |  | Level 2
The initial conversion rate for the 2024 Notes, which is subject to adjustment in some events (as provided for in the 2017 Indenture), is 13.1711 shares of common stock per $1,000 principal amount and equivalent to an initial conversion price of approximately $75.92 per share, reflecting a conversion premium of approximately 42.5% above the closing price of $53.28 per share of our common stock on April 26, 2017. On or after May 15, 2021, we had the ability to redeem for cash all or part of the 2024 Notes if the last reported sale price (as defined in the 2017 Indenture) of our common stock had been at least 130% of the conversion price then in effect (equal to $98.70 as of March 31, 2024) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately before the date which we provide a notice of redemption. Holders of the 2024 Notes may convert the 2024 Notes at any time prior to the close of business on the business day immediately preceding May 15, 2024, only under the following circumstances: (i)during any calendar quarter (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 130% of the conversion price (equal to $98.70 as of March 31, 2024) on each applicable trading day; (ii)during the five business-day period immediately after any five consecutive trading-day period (the measurement period) in which the trading price (as defined in the 2017 Indenture) per $1,000 principal amount of the 2024 Notes 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 on each such trading day; (iii)upon the occurrence of specified corporate events, including a merger or a sale of all or substantially all of our assets; or (iv)if we call the 2024 Notes for redemption, until the close of business on the business day immediately preceding the redemption date. Until the close of business on the scheduled trading day immediately preceding May 15, 2024, holders of the 2024 Notes may convert the 2024 Notes at any time. Upon conversion, holders of the 2024 Notes will receive the principal amount of their 2024 Notes and any conversion premium, calculated based on the per share volume-weighted average price (VWAP) for each of the 30 consecutive trading days during the observation period (as more fully described in the 2017 Indenture), in cash. If we undergo a fundamental change (as defined in the 2017 Indenture), subject to certain conditions, holders of the 2024 Notes may require us to repurchase for cash all or part of their 2024 Notes at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if a make-whole fundamental change (as defined in the 2017 Indenture) occurs prior to January 15, 2024, we would, in certain circumstances, increase the conversion rate for a holder who elects to convert their notes in connection with the make-whole fundamental change. The 2024 Notes are our general unsecured obligations that rank senior in right of payment to all of our indebtedness that is expressly subordinated in right of payment to the 2024 Notes, and equal in right of payment to our unsecured indebtedness. The 2024 Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by us. The 2017 Indenture contains customary events of default with respect to the 2024 Notes, including that upon certain events of default, 100% of the principal and accrued and unpaid interest on the 2024 Notes will automatically become due and payable.

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