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Subsequent Events | 12 Months Ended
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Dec. 31, 2019
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Convertible Notes On February 10, 2020, the Company issued and sold $120 million in aggregate principal amount of 2.875% Convertible Senior Notes due 2026 (the “2026 notes”). The 2026 notes were issued pursuant to an indenture, dated February 10, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2026 Indenture”). The Company received approximately $115.9 million of net proceeds from the issuance and sale of the 2026 notes. Approximately $66.25 million (excluding cash payments relating to accrued interest and fractional shares) of the proceeds and 722,423 shares of the Company’s common stock was used to repurchase $66.25 million in aggregate principal amount of the Company’s 2024 notes through individually negotiated transactions. The 2026 notes are senior, unsecured obligations of the Company. The 2026 notes pay interest at a rate equal to 2.875% per year. Interest on the 2026 notes is payable semiannually in arrears on April 15 and October 15 of each year, beginning October 15, 2020. Interest accrues on the 2026 notes from the last date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from April 15, 2020. Unless earlier converted, redeemed or repurchased, the 2026 notes mature on April 15, 2026. The 2026 notes are convertible, at the option of the holder, at any time prior to the close of business on the business day immediately preceding October 15, 2025, but only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on such trading day; (2) during the five consecutive business day period immediately after any five consecutive trading day period (the ‘‘measurement period’’) in which the trading price per $1,000 principal amount of the 2026 notes, as determined following a request by a holder of the 2026 notes, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (3) upon the occurrence of certain specified corporate events; or (4) if the Company has called the 2026 notes for redemption. In addition, regardless of the foregoing circumstances, holders may convert their 2026 notes at any time on or after October 15, 2025 until the close of business on the second business day immediately preceding the maturity date. Upon conversion, the Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of Company common stock, at the Company’s election. The 2026 Indenture contains customary Events of Default (as defined in the 2026 Indenture), including: default in the payment when due (at maturity, upon redemption or otherwise) of the principal of the 2026 notes; default for 30 days in the payment when due of interest on the 2026 notes; failure to comply with covenants and other obligations under the 2026 Indenture, including delivery of required notices and obligations in connection with conversion, in certain cases subject to notice and grace periods; payment defaults and accelerations with respect to other indebtedness of the Company and its significant subsidiaries in the aggregate principal amount of $15.0 million or more; failure by the Company or its significant subsidiaries to pay certain final judgments aggregating in excess of $15.0 million within 60 consecutive days of such final judgment; and specified events involving bankruptcy, insolvency or reorganization of the Company or its significant subsidiaries. Upon an Event of Default, the Trustee or the holders of at least 25% in aggregate principal amount of the 2026 notes then outstanding may declare all the 2026 notes to be due and payable immediately. In the case of Events of Default relating to bankruptcy, insolvency, or reorganization, all outstanding 2026 notes will become due and payable immediately without further action or notice. Note Repurchase Transactions On or about February 10, 2020, the Company repurchased $66.25 million aggregate principal amount of the 2024 notes pursuant to individually negotiated repurchase agreements with holders of the 2024 notes. The Company paid approximately $66.25 million (excluding cash payments relating to accrued interest and fractional shares) and issued 722,423 shares of its common stock in consideration for the repurchased 2024 notes. Following completion of the repurchases, $13.75 million in aggregate principal amount of the 2024 notes remain outstanding.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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