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Note 11 - Convertible Senior Notes

12 Months Ended

Dec. 31, 2021

11.

Convertible Senior Notes

In November 2005, we issued $300.0 million aggregate principal amount of convertible senior notes. These notes (net of repurchases since the issuance date) are reflected within convertible senior notes on our consolidated balance sheets.

In the year ended December 31, 2021, we repurchased $22.1 million in face amount of our outstanding convertible senior notes for $30.4 million in cash (including accrued interest). The repurchase resulted in a loss of approximately $14.1 million (including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Upon acquisition, the notes were retired.

In June 2021, we provided notice of redemption of all outstanding convertible senior notes. Upon the redemption notice, holders were allowed to convert the convertible senior notes in lieu of the redemption consideration. At the expiration of the conversion option, holders with $11.8 million in principal amount of the convertible senior notes had elected to convert. Upon final determination of the conversion consideration amount, we delivered to holders of the converting notes, cash of $1,000 per $1,000 aggregate principal amount of notes and $12.1 million of cash in respect of the remainder of the conversion obligation. The redemption
resulted in a loss of approximately $15.3 million (including the convertible senior notes’ applicable share of deferred costs, which were written off in connection with the repurchase). Upon redemption, the notes were retired.

The following summarizes (in thousands) components of our consolidated balance sheets associated with our convertible senior notes:

	December 31, 2020
Face amount of convertible senior notes	$	33,839
Discount		(9,453	)
Net carrying value	$	24,386
Carrying amount of equity component included in paid-in capital	$	108,714
Excess of instruments’ if-converted values over face principal amounts	$	—

In conjunction with the offering of the convertible senior notes, we lent Bear, Stearns International Limited (“BSIL”) and Bear, Stearns & Co. Inc, as agent for BSIL ("collectively "Bear Stearns"), 5,677,950 shares of our common stock. The obligations of Bear Stearns were assumed by JP Morgan in 2008 who returned the remaining loaned shares to us upon redemption of the notes. The loaned shares were retired in December 2021.