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Convertible Notes
 9 Months Ended
Sep. 30, 2022
Debt Disclosure [Abstract]  
Convertible Notes Convertible Notes1.375% Convertible Senior Notes due 2023. On March 2, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $199.1 million in cash for the repurchase of approximately $123.1 million aggregate principal amount of its 2023 Notes (“Q1 2022 Partial Notes Repurchase”). The cash consideration was based on a volume-weighted average price of $29.6789 for the 19-trading day measurement period ending March 29, 2022. Of the $123.1 million aggregate principal amount,
approximately $107.9 million was settled on March 31, 2022 for $174.5 million in cash. The remaining $15.2 million aggregate principal amount was settled on April 1, 2022 for $24.6 million in cash. In addition, this transaction resulted in a loss on extinguishment of debt of $66.5 million and a loss on fair value adjustment of derivatives, net of $8.3 million.
On August 11, 2022, the Company entered into individual, privately negotiated transactions with certain holders of its outstanding 2023 Notes, pursuant to which the Company paid an aggregate of approximately $58.9 million in cash for the repurchase of approximately $39.0 million aggregate principal amount of its 2023 Notes (“Q3 2022 Partial Notes Repurchase”). The cash consideration was based on a volume-weighted average price of $27.8456 for the 10-trading day measurement period ending August 25, 2022. In addition, this transaction resulted in a loss on extinguishment of debt of $17.1 million and a loss on fair value adjustment of derivatives, net of $2.3 million.
Upon entering into the Q1 2022 and Q3 2022 Partial Notes Repurchase agreements, the conversion feature related to the 2023 Notes repurchased, as well as the settlements of the convertible senior note hedges and warrants, were subject to derivative accounting. This resulted in $2.3 million and $10.6 million in losses on fair value adjustment of derivatives, net, for the three and nine months ended September 30, 2022, respectively.
During the nine months ended September 30, 2022, no holders elected to convert their 2023 Notes which had met the trigger for early conversion as of December 31, 2021 and March 31, 2022, respectively. The early conversion had been met as of December 31, 2021, March 31, 2022 and September 30, 2022, as the last reported sale price of the Company’s common stock exceeded 130% of the conversion price of the 2023 Notes for more than 20 trading days during the 30 consecutive trading days ended December 31, 2021, March 31, 2022 and September 30, 2022, respectively.
The Company’s convertible notes are shown in the following table:
As of
(In thousands)September 30, 2022December 31, 2021
2023 Notes$10,381 $172,500 
Unamortized discount — 2023 Notes (1)
— (8,266)
Unamortized debt issuance costs — 2023 Notes(13)(547)
Total convertible notes10,368 163,687 
Less current portion10,368 163,687 
Total long-term convertible notes$— $— 
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(1)    On January 1, 2022, the Company adopted ASU No. 2020-06. Refer to Note 2, “Recent Accounting Pronouncements,” for additional information.
Interest expense related to the convertible notes for the three and nine months ended September 30, 2022 and 2021 was as follows:
Three Months EndedNine Months Ended
 September 30,September 30,
(In thousands)2022202120222021
2023 Notes coupon interest at a rate of 1.375%
$90 $593 $575 $1,779 
2023 Notes amortization of discount and debt issuance cost33 1,927 184 5,702 
Total interest expense on convertible notes$123 $2,520 $759 $7,481 
Note Hedges and Warrants. In connection with the Q1 2022 Partial Notes Repurchase, the Company entered into agreements with certain financial institutions to retire the corresponding portions of convertible senior note hedges and warrants the Company had previously entered into with the counterparties in connection with the issuance of the 2023 Notes. Upon settlement, the Company received $72.4 million in cash for the retirement of the proportionate amount of convertible senior note hedges and paid $55.1 million in cash for the retirement of the proportionate amount of warrants during the three months ended March 31, 2022.
In connection with the Q3 2022 Partial Notes Repurchase, the Company entered into agreements with certain financial institutions to retire the corresponding portions of convertible senior note hedges and warrants the Company had previously entered into with the counterparties in connection with the issuance of the 2023 Notes. Upon settlement, the Company received $19.3 million in cash for the retirement of the proportionate amount of convertible senior note hedges and paid $14.4 million in cash for the retirement of the proportionate amount of warrants during the three months ended September 30, 2022.