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Unsecured Convertible Senior Notes | 6 Months Ended
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Jun. 30, 2022
Unsecured Convertible Senior Notes |
Unsecured Convertible Senior Notes | Note 8—Unsecured Convertible Senior Notes In November 2018, we issued $210.0 million in aggregate principal amount of our 6.25% Convertible Senior Notes (the “2023 Notes”), and in August and September 2020, we issued $225.0 million in aggregate principal amount of our 5.25% Convertible Senior Notes (the “2026 Notes”). We used a portion of the proceeds from the 2026 Notes to repurchase $115.0 million principal amount of the 2023 Notes and terminate a corresponding portion of the related capped call for the 2023 Notes, as described below. ​ Unsecured convertible senior notes outstanding at June 30, 2022 and December 31, 2021 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Balance as of June 30, 2022
​ |  | 2023 Notes |  | 2026 Notes |  | Total
​ | ​ | (In thousands)
Principal amount | ​ | $ | 95,000 | ​ | $ | 225,030 | ​ | $ | 320,030
Unamortized debt issuance costs | ​ |  | (956) | ​ |  | (4,716) | ​ |  | (5,672)
Total unsecured convertible senior notes, net | ​ | $ | 94,044 | ​ | $ | 220,314 | ​ | $ | 314,358
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fair value of outstanding unsecured convertible senior notes (1) | ​ | $ | 85,263 | ​ | $ | 132,064 | ​ | ​ | ​
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Balance as of December 31, 2021
​ |  | 2023 Notes |  | 2026 Notes |  | Total
​ | ​ | (In thousands)
Principal amount | ​ | $ | 95,000 | ​ | $ | 225,030 | ​ | $ | 320,030
Unamortized discount | ​ |  | (1,282) | ​ |  | (5,290) | ​ |  | (6,572)
Total unsecured convertible senior notes, net | ​ | $ | 93,718 | ​ | $ | 219,740 | ​ | $ | 313,458
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Fair value of outstanding unsecured convertible senior notes (1) | ​ | $ | 87,163 | ​ | $ | 171,867 | ​ | ​ | ​
(1) | The fair value is classified as Level 3 due to the limited trading activity for the unsecured convertible senior notes.
​ 2023 Unsecured Convertible Senior Notes Our 2023 Notes are unsecured and accrue interest at an annual rate of 6.25% per annum, payable semi-annually in arrears on May 15 and November 15 of each year. The 2023 Notes mature on November 15, 2023 unless earlier purchased, redeemed or converted in accordance with their terms. As of June 30, 2022, the unamortized debt issuance costs of $1.0 million will be amortized to interest expense at an effective interest rate of 7.0% over the remaining term. The 2023 Notes are convertible into cash, shares of our common stock or a combination thereof, as we elect at our sole discretion. The initial conversion rate is 52.0183 shares of our common stock per $1,000 of note principal (equivalent to an initial conversion price of approximately $19.22 per share of common stock), which equals approximately 4.9 million shares of common stock issuable upon conversion, subject to adjustment in certain circumstances. To reduce the dilutive impact or potential cash expenditure associated with the conversion of the 2023 Notes, we entered into a capped call transaction (the “2023 Capped Call”), which covers the number of shares of our common stock underlying the 2023 Notes when our common stock share price is trading between the initial conversion price of $19.22 and $28.84. In connection with the partial repurchase of the 2023 Notes, we entered into a capped call termination contract to unwind a proportionate amount of the 2023 Capped Call. As of June 30, 2022, approximately 4.9 million shares remained outstanding on the 2023 Capped Call. The following table sets forth total interest expense recognized in connection with the 2023 Notes: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Three Months Ended June 30, | ​ | Six Months Ended June 30,
​ | ​ | 2022 |  | 2021 | ​ | 2022 |  | 2021
​ | ​ | (In thousands) | ​ | (In thousands)
Contractual interest expense | ​ | $ | 1,484 | ​ | $ | 1,484 | ​ | $ | 2,969 | ​ | $ | 2,969
Amortization of debt issuance costs | ​ |  | 164 | ​ |  | 153 | ​ |  | 325 | ​ |  | 303
Total | ​ | $ | 1,648 | ​ | $ | 1,637 | ​ | $ | 3,294 | ​ | $ | 3,272
​ 2026 Unsecured Convertible Senior Notes Our 2026 Notes are unsecured and accrue interest at an annual rate of 5.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year. The 2026 Notes mature on February 15, 2026, unless earlier purchased, redeemed or converted in accordance with their terms. As of June 30, 2022, the unamortized debt issuance costs of $4.7 million will be amortized to interest expense at an effective interest rate of 5.9% over the remaining term. The 2026 Notes are convertible into cash, shares of our common stock or a combination thereof, as we elect at our sole discretion. The initial conversion rate is 54.0906 shares of our common stock per $1,000 of note principal (equivalent to an initial conversion price of approximately $18.4875 per share of common stock), which equals approximately 12.2 million shares of common stock issuable upon conversion, subject to adjustment in certain circumstances. To reduce the dilutive impact or potential cash expenditure associated with the conversion of the 2026 Notes, we entered into capped call transactions (the “2026 Capped Calls”). The 2026 Capped Calls will cover the number of shares of our common stock underlying the 2026 Notes when our common stock share price is trading between the initial conversion price of $18.49 and $26.10. However, should the market price of our common stock exceed the $26.10 cap, then the conversion of the 2026 Notes would have a dilutive impact or may require a cash expenditure to the extent the market price exceeds the cap price. The following table sets forth interest expense recognized related to the 2026 Notes: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | Three Months Ended June 30, | ​ | Six Months Ended June 30,
​ | 2022 |  | 2021 | ​ | 2022 | ​ | 2021
​ | (In thousands) | ​ | (In thousands)
Contractual interest expense | $ | 2,954 | ​ | $ | 2,954 | ​ | $ | 5,907 | ​ | $ | 5,907
Amortization of debt issuance costs |  | 290 | ​ |  | 273 | ​ | ​ | 575 | ​ | ​ | 519
Total | $ | 3,244 | ​ | $ | 3,227 | ​ | $ | 6,482 | ​ | $ | 6,426
​ ​ Future minimum payments for the 2023 Notes and 2026 Notes as of June 30, 2022 are as follows: ​
​ | ​ | ​ | ​
​ |  | (In thousands)
2023 |  | $ | 95,000
2024 |  | ​ | —
2025 |  | ​ | —
2026 |  | ​ | 225,030
2027 | ​ | ​ | —
Total future minimum principal payments under the 2023 Notes and 2026 Notes |  | $ | 320,030
​

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