The Company may not redeem the Convertible Notes prior to November 5, 2023, except in the event of
certain tax law changes. On or after November 5, 2023 and from time to time prior to the 42nd scheduled trading day immediately preceding the maturity date, the Company may redeem, for cash,
all or part of the Convertible Notes, at its option, if the last reported sale price of its ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption at a redemption price equal to 100% of the
principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the
Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid special interest, if any,
to, but excluding, the fundamental change repurchase date.
The Indenture contains customary terms and covenants, including that upon certain events of
default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Convertible Notes then outstanding may declare the entire principal amount of all the Convertible Notes plus accrued
special interest, if any, to be immediately due and payable.
The Convertible Notes are senior unsecured obligations of the Company. The Convertible Notes
rank senior in right of payment to any of the Companys future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, rank equal in right of payment to the Companys future unsecured indebtedness that is
not so subordinated, are effectively junior in right of payment to any of the Companys secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all existing and future indebtedness
and other liabilities (including trade payables) of the Companys subsidiaries.
The net proceeds from the sale of the Convertible Notes were
approximately $447.1 million, after deducting the Initial Purchasers discounts and the estimated offering expenses payable by the Company. The Company used approximately $43.2 million of the net proceeds from the sale of the
Convertible Notes to pay the cost of the Capped Call Transactions (as defined below). The Company intends to use the remainder of the net proceeds from this offering for general corporate purposes. Pending these uses, the Company intends to invest
the net proceeds in high-quality, short-term fixed income instruments which include corporate, financial institution, federal agency or U.S. government obligations.
Capped Call Transactions
In connection with the
pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the Base Capped Call Transactions) with certain of the Initial Purchasers (or their affiliates) and other financial institutions
(the Option Counterparties). On October 8, 2020, in connection with the Initial Purchasers exercise of their option to purchase additional Convertible Notes, the Company entered into additional privately negotiated capped call
transactions with the Option Counterparties (the Additional Capped Call Transactions, and together with the Base Capped Call Transactions, the Capped Call Transactions). The Capped Call Transactions cover, collectively, the
number of the Companys ordinary shares initially underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The cost of the Capped Call Transactions was
approximately $43.2 million.
The Capped Call Transactions are expected generally to reduce the potential dilution to the ordinary shares upon any
conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Convertible Notes in the event that the market price per share of the Companys
ordinary shares, as measured under the terms of the Capped Call Transactions, is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Convertible Notes and is subject to
certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The cap price of the capped call transactions is initially $305.10 per
share, which represents a premium of 100% over the last reported sale price of the Companys ordinary shares on October 7, 2020, and is subject to certain adjustments under the terms of the Capped Call Transactions.