Quarterly report pursuant to Section 13 or 15(d)

Debt

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Debt
 6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Debt Debt
The following tables set forth the carrying value and estimated fair value of the Company's debt obligations as of June 30, 2024 and December 31, 2023:

  June 30, 2024
  Issuance Amount Unamortized Issuance Costs Carrying Value Fair Value (Level II)
(in thousands)
Revolving Credit Facility $ —  $ —  $ —  $ — 
Convertible Notes due 2025 317,500  (2,060) 315,440  307,778 
Convertible Notes due 2027 575,000  (11,361) 563,639  614,244 
Total debt $ 892,500  $ (13,421) $ 879,079  $ 922,022 

  December 31, 2023
  Issuance Amount Unamortized Issuance Costs Carrying Value Fair Value (Level II)
(in thousands)
Revolving Credit Facility $ —  $ —  $ —  $ — 
Convertible Notes due 2025 317,500  (2,968) 314,532  294,958 
Convertible Notes due 2027 575,000  (12,920) 562,080  571,746 
Total debt $ 892,500  $ (15,888) $ 876,612  $ 866,704 

The Company issued $517.5 million aggregate principal amount of 0.75% Convertible Notes due 2025 in August 2020. As of June 30, 2024, $317.5 million aggregate principal of the Convertible Notes due 2025 remained outstanding. Pursuant to the indenture under which the Convertible Notes due 2025 were issued, the Company was required to remove a restrictive legend on the Convertible Notes due 2025 relating to restrictions on transfer under the Securities Act of 1933, as amended, on or before September 9, 2021. Due to a clerical error, the restrictive legend was not removed until June 18, 2022. As a result of its failure to remove the legend on a timely basis, the Company was required to pay certain amounts of additional interest and interest thereon after February 15, 2022. Failure to pay the Additional Interest constituted an event of default under the Indenture. The event of default under the Indenture was cured with the payment of an immaterial amount of Additional Interest, as well as certain penalties, in August 2024. In addition, the event of default under the Indenture resulted in an event of default under the Revolving Credit Facility due to a cross-default provision in the Revolving Credit Facility. The resulting event of default was waived by the required lenders under the Revolving Credit Facility in August 2024. As a result, the Company was in compliance with the covenants contained in the Indenture and the Revolving Credit Facility as of August 9, 2024 and any and all existing defaults and events of default that had arisen or may have arisen therefrom were cured.

Revolving Credit Facility

The Revolving Credit Facility provides for a $500.0 million revolving line of credit, including a sub-facility for a $20.0 million letter of credit. There were no amounts outstanding under the Revolving Credit Facility as of June 30, 2024 and December 31, 2023.

As of June 30, 2024 and December 31, 2023, debt issuance costs related to the Revolving Credit Facility included in prepaid expenses and other current assets in the condensed consolidated balance sheets were $0.7 million and $0.7 million, respectively, and included in other assets in the condensed consolidated balance sheets were $1.1 million and $1.5 million, respectively.

The Revolving Credit Facility contains customary conditions, representations and warranties, affirmative and negative covenants, mandatory prepayment provisions and events of default. The covenants include certain financial covenants requiring the Company to maintain compliance with a maximum total leverage ratio and a minimum interest coverage ratio.

On February 20, 2024, the Company entered into a Waiver with respect to the Revolving Credit Facility, between the Company, the Guarantors party thereto from time to time, the Lenders party thereto from time to time and Bank of Montreal, as
administrative agent. Under the Waiver, the Lenders party thereto waived the events of default resulting from the non-compliance with the Total Leverage Ratio financial covenant for the fiscal quarters ended on March 31, 2023 and June 30, 2023. The Company was in compliance with all other covenants in the Revolving Credit Facility as of June 30, 2024.

Interest Expense

Interest expense was comprised of the following and is included in other expense, net in the condensed consolidated statements of operations:

  Three Months Ended Six Months Ended
  June 30, June 30,
  2024 2023 2024 2023
(in thousands)
Convertible Notes interest $ 4,369  $ 4,543  $ 8,738  $ 9,108 
Amortization of debt discount and issuance costs 1,412  1,427  2,817  2,869 
Undrawn and other fees 316  311  631  624 
Revolving Credit Facility interest —  250  —  250 
 Total interest expense $ 6,097  $ 6,531  $ 12,186  $ 12,851 

The effective interest rate of the Convertible Notes was equal to the stated interest rate plus the amortization of the debt issuance costs and is set forth below:

  June 30,
  2024 2023
Convertible Notes due 2025 1.3  % 1.3  %
Convertible Notes due 2027 3.2  % 3.2  %