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Long-Term Debt | 3 Months Ended
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Mar. 31, 2025
Debt Disclosure [Abstract] |
Long-Term Debt | Note 5. Long-Term Debt The following table sets forth the net carrying amount of the Company’s long-term debt (in thousands):
Debt Instrument |  | Maturity Date |  | March 31, 2025 |  | December 31, 2024
2030 Senior Notes |  | August 15, 2030 |  | 400,000 |  |  | 400,000 |
Term Loan under Credit Agreement (1) |  | February 14, 2028 |  | 365,000 |  |  | 370,000 |
Revolving Credit Facility under Credit Agreement (2) |  | February 14, 2028 |  | — |  |  | — |
2026 Convertible Notes |  | March 15, 2026 |  | 609,065 |  |  | 609,065 |
2025 Convertible Notes (3) |  | March 1, 2025 |  | — |  |  | 161,326 |
Total principal amount |  |  |  | 1,374,065 |  |  | 1,540,391 |
Less: unamortized debt discount and issuance costs on long-term debt |  |  |  | (10,353) |  |  | (11,258) |
Less: current portion of long-term debt, net (4) |  |  |  | (627,462) |  |  | (181,252) |
Net carrying amount of long-term debt |  |  |  | $ | 736,250 |  |  | $ | 1,347,881 |
(1)The Company has $350.0 million available for drawdown under the Term Loan as of March 31, 2025. (2)The Company has $225.0 million available for borrowing under the Revolving Credit Facility as of March 31, 2025. (3)The Company settled the remaining $161.3 million principal of the 2025 Convertible Notes in cash on the original maturity date in March 2025. (4)As of March 31, 2025, the current portion of long-term debt, net, consists of the $607.5 million net carrying amount of the 2026 Convertible Notes and $20.0 million in expected principal payments due on the Term Loan. The Term Loan requires quarterly principal payments of 1.25% of the $400.0 million principal amount drawn, with balance due at maturity. The following table sets forth the future minimum principal payments for long-term debt as of March 31, 2025 (in thousands):
|  | 2026 Convertible Notes |  | Term Loan |  | 2030 Senior Notes |  | Total
2025 remaining |  | $ | — |  |  | $ | 15,000 |  |  | $ | — |  |  | $ | 15,000 |
2026 |  | 609,065 |  |  | 20,000 |  |  | — |  |  | 629,065 |
2027 |  | — |  |  | 20,000 |  |  | — |  |  | 20,000 |
2028 |  | — |  |  | 310,000 |  |  | — |  |  | 310,000 |
2029 onwards |  | — |  |  | — |  |  | 400,000 |  |  | 400,000 |
Total principal amount |  | $ | 609,065 |  |  | $ | 365,000 |  |  | $ | 400,000 |  |  | $ | 1,374,065 |
2030 Senior Notes I n August 2023, the Company issued $400.0 million aggregate principal amount of the 2030 Senior Notes in a private offering. The 2030 Senior Notes are senior unsecured obligations of the Company and bear interest at a fixed rate of 8.5% per annum payable semi-annually in arrears on February 15th and August 15th of each year. The 2030 Senior Notes are guaranteed by the Company’s domestic subsidiaries and are subject to certain covenants and redemption provisions outlined in the indenture governing the 2030 Senior Notes (the “Senior Notes Indenture”). As of March 31, 2025, the carrying value of the outstanding 2030 Senior Notes, net of unamortized debt discount and issuance costs, was $393.4 million, and the Company was in compliance with all covenants under the Senior Notes Indenture. The effective interest rate on the 2030 Senior Notes was 8.9% as of March 31, 2025. Credit Agreement In February 2023, the Company entered into a credit agreement with certain lenders, from time to time party thereto and Bank of America, N.A., as administrative agent and as collateral agent (as amended, the “Credit Agreement”), providing for a $200.0 million revolving credit facility (the “Revolving Credit Facility”) and a $400.0 million Term Loan. In the second quarter of 2023, the Company drew down the initial $400.0 million Term Loan and used the proceeds to repurchase a portion of the Company’s 0% convertible senior notes due 2025 (the “2025 Convertible Notes”). The credit facilities were subsequently amended in 2023 and 2024 to increase the Revolving Credit Facility to $225.0 million and the Term Loan to $750.0 million. The proceeds from the Revolving Credit Facility can be used for working capital and general corporate purposes, while the remaining $350.0 million tranches of the Term Loan can be used to repurchase a portion of the Company’s convertible notes and for working capital and general corporate purposes. The credit facilities are guaranteed by certain material domestic subsidiaries of the Company, and secured by substantially all of the personal property of the Company and such subsidiary guarantors. If on any date that is within 91 days prior to the final scheduled maturity date of the 2026 Convertible Notes (defined below), the 2026 Convertible Notes are in an aggregate principal amount outstanding that exceeds an amount equal to 50% of last twelve months EBITDA, calculated as set forth in the Credit Agreement, the maturity date of both the Revolving Credit Facility and Term Loan shall automatically be modified to be such date. As of March 31, 2025, $350.0 million of the Term Loan remains available for draw until March 31, 2026, per the Credit Agreement as amended in the first quarter of 2025. Additionally, the $225.0 million Revolving Credit Facility commitments remain available for draw until February 14, 2028, at which time the commitments will terminate, and all outstanding revolving loans under the facility will be due and payable. The Company will continue to pay a commitment fee on the daily unused amount of the Revolving Credit Facility and a quarterly ticking fee of up to 0.500% per annum on the daily unused amount of the Term Loan commitments until the earlier of the funding of the remaining Term Loan or the end of the Term Loan availability period. Any drawdown under the Credit Agreement would be subject to compliance with the restrictive covenants in the Senior Notes Indenture. Borrowings under the Credit Agreement bears interest, at the Company’s option, at either: (a) the fluctuating rate per annum equal to the greatest of (i) the prime rate then in effect, (ii) the federal funds rate then in effect, plus 0.5% per annum, (iii) an adjusted term Secured Overnight Financing Rate (“SOFR”) determined on the basis of a one-month interest period, plus 1.0% and (iv) 1.0%, in each case, plus a margin of between 0.75% and 2.0%; and (b) an adjusted term SOFR rate (based on one, three or six month interest periods), plus a margin of between 1.75% and 3.0%. The applicable margin in each case is determined based on the Company’s total net leverage ratio and varies between tranches of Term Loans. Interest is payable quarterly in arrears with respect to borrowings bearing interest at the alternate base rate or on the last day of an interest period, but at least every three months, with respect to borrowings bearing interest at the term SOFR rate. As of March 31, 2025, the carrying value of the Term Loan, net of unamortized debt discount and issuance costs, was $362.9 million. As of March 31, 2025, the Company incurred $10.8 million of debt issuance costs in connection with the Credit Agreement, of which $7.5 million was capitalized in the Condensed Consolidated Balance Sheets and amortized primarily using the effective interest rate over the term of the Credit Agreement, while the remaining amount was expensed in the period incurred. As of March 31, 2025, the effective interest rate on the Term Loan was 6.9%. As of March 31, 2025, the Company was in compliance with all covenants under the Credit Agreement. Convertible Notes In March 2020, the Company issued $1.0 billion of the 2025 Convertible Notes, and in September 2020, it issued $650.0 million of the 2026 Convertible Notes. In March 2025, the Company repaid the remaining $161.3 million of principal of the 2025 Convertible Notes in cash upon maturity. The 2026 Convertible Notes are senior, unsecured obligations that do not bear regular interest and the principal amount of the 2026 Convertible Notes does not accrete. As of March 31, 2025, the carrying values of the 2026 Convertible Notes, net of unamortized debt issuance costs, was $607.5 million, and the Company was in compliance with all covenants under the indenture governing the 2026 Convertible Notes (“2026 Convertible Notes Indenture”). Other Terms of the 2026 Convertible Notes
|  | 2026 Convertible Notes
$1,000 principal amount initially convertible into number of the Company’s Class A Common Stock, par value $0.0001 |  | 2.3583 shares
Equivalent initial approximate conversion price per share |  | $ | 424.03 |
During the three months ended March 31, 2025, the conditions allowing holders of the 2026 Convertible Notes to convert were not met. The 2026 Convertible Notes may be convertible thereafter if one or more of the conversion conditions specified in the 2026 Convertible Notes Indenture is satisfied during future measurement periods. The following table sets forth the interest expense recognized related to long-term debt (in thousands):
|  |  | Three Months Ended March 31,
|  |  |  |  | 2025 |  | 2024
Contractual interest expense |  |  |  |  | $ | 14,338 |  |  | $ | 14,958 |
Amortization of debt discount and issuance costs |  |  |  |  | 1,131 |  |  | 1,003 |
Total interest expense related to long-term debt |  |  |  |  | $ | 15,469 |  |  | $ | 15,961 |

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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