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Debt (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Outstanding Principal Amount and Carrying Value of Notes

The outstanding principal amount and carrying value of the 2026 Notes consists of the following (in thousands):

 

 

 

March 31,
2024

 

December 31,
2023

 

Principal

 

$

316,250

 

$

316,250

 

Unamortized debt issuance costs

 

 

(4,791

)

 

(5,293

)

Net carrying value

 

$

311,459

 

$

310,957

 

Capped Call Transactions

In connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2026 Notes upon conversion of the 2026 Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $27.68 per share of the Company’s common stock, which represents a premium of 100% over the last reported sale price of the Company’s common stock on August 5, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes. The cost of the Capped Call Transactions was approximately $39.9 million.

The Capped Call Transactions are separate transactions and are not part of the terms of the 2026 Notes and will not affect any holder’s rights under the notes. Holders of the 2026 Notes will not have any rights with respect to the Capped Call Transactions.

Principal Payments Remaining on Debt

Principal payments remaining on the Company's debt are as follows as of March 31, 2024 (in thousands):

 

Remainder of 2024

 

$

2,181

 

2025

 

 

1,704

 

2026

 

 

317,774

 

2027

 

 

50,629

 

2028

 

 

154,875

 

Total

 

 

527,163

 

Less: unamortized debt discount and debt issuance costs

 

 

(12,726

)

Total

 

 

514,437

 

Less: current portion of long-term debt

 

 

(2,548

)

Long-term debt

 

$

511,889