Debt (Tables)
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9 Months Ended |
Sep. 30, 2024 |
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| Debt Disclosure [Abstract] |
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| Schedule of Carrying Values and Estimated Fair Values of Debt Instruments |
The fair value, based on trading prices (Level 1 inputs), of our senior convertible notes were as follows as of the dates indicated: | | | | | | | | | | | | | | | (In millions) | September 30, 2024 | | December 31, 2023 | | | | | | | | | | Senior Convertible Notes due 2025 | $ | 1,152.3 | | | $ | 1,262.8 | | | Senior Convertible Notes due 2028 | 1,107.1 | | | 1,281.8 | | | Total fair value of outstanding senior convertible notes | $ | 2,259.4 | | | $ | 2,544.6 | |
The carrying amounts of our senior convertible notes were as follows as of the dates indicated: | | | | | | | | | | | | | | (In millions) | September 30, 2024 | | December 31, 2023 | | Principal amount: | | | | | | | | | Senior Convertible Notes due 2025 | $ | 1,207.5 | | | $ | 1,207.5 | | | Senior Convertible Notes due 2028 | 1,250.0 | | | 1,250.0 | | | Total principal amount | 2,457.5 | | | 2,457.5 | | | Unamortized debt issuance costs | (17.9) | | | (23.3) | | | Carrying amount of senior convertible notes | $ | 2,439.6 | | | $ | 2,434.2 | |
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| Schedule of Converted Value of Notes |
For our senior convertible notes for which the if-converted value exceeded the principal amount, the amount in excess of principal was as follows as of the dates indicated: | | | | | | | | | | | | | | (In millions) | September 30, 2024 | | December 31, 2023 | | | | | | Senior Convertible Notes due 2025 | $ | — | | | $ | 56.1 | | | Senior Convertible Notes due 2028 | — | | | 33.6 | | Total by which the notes’ if-converted value exceeds their principal amount | $ | — | | | $ | 89.7 | |
The following table summarizes key details of the 2023 Notes, 2025 Notes, and 2028 Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | Senior Convertible Notes | Offering Completion Date | Maturity Date | Stated Interest Rate | Aggregate Principal Amount Issued | Net Proceeds(1) | Initial Conversion Rate(2) (per $1,000 principal amount) | Conversion Price (per share) | Settlement Methods(3) | | | | | | | | | | 2023 Notes (4) | November 2018 | December 1, 2023 | 0.75% | $850.0 million | $836.6 million | 24.3476 shares | $41.07 | Cash and/or shares | | | | | | | | | | | | | | | | | | | 2025 Notes | May 2020 | November 15, 2025 | 0.25% | $1.21 billion | $1.19 billion | 6.6620 shares | $150.11 | Cash and/or shares | | | | | | | | | | | | | | | | | | | 2028 Notes | May 2023 | May 15, 2028 | 0.375% | $1.25 billion | $1.23 billion | 6.1571 shares | $162.41 | Cash and/or shares | | | | | | | | | | | | | | | | | | | (1) Net proceeds are calculated by deducting the initial purchasers’ discounts and estimated costs directly related to the offering from the aggregate principal amount of the applicable series of notes. | (2) Subject to adjustments as defined in the applicable indentures. | (3) The 2025 Notes and 2028 Notes may be settled in cash, stock, or a combination thereof, solely at our discretion. The 2023 Notes, while outstanding, could be settled in cash, stock, or a combination thereof, solely at our discretion. | (4) The 2023 Notes matured on December 1, 2023 and are no longer outstanding. |
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| Schedule of Components of Interest Expense and Effective Interest Rates of Senior Convertible Notes |
The following table summarizes the components of interest expense and the effective interest rates for our senior convertible notes for the periods shown: | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | (In millions) | 2024 | | 2023 | | 2024 | | 2023 | | Cash interest expense: | | | | | | | | Contractual coupon interest (1) | $ | 1.9 | | | $ | 1.8 | | | $ | 5.8 | | | $ | 7.0 | | | Non-cash interest expense: | | | | | | | | | Amortization of debt issuance costs | 1.8 | | | 2.0 | | | 5.4 | | | 5.5 | | | Total interest expense recognized on senior notes | $ | 3.7 | | | $ | 3.8 | | | $ | 11.2 | | | $ | 12.5 | | | | | | | | | | | Effective interest rate: | | | | | | | | Senior Convertible Notes due 2023 (2) | * | | 1.1 | % | | * | | 1.1 | % | | Senior Convertible Notes due 2025 | 0.5 | % | | 0.5 | % | | 0.5 | % | | 0.5 | % | | Senior Convertible Notes due 2028 | 0.7 | % | | 0.7 | % | | 0.7 | % | | 0.7 | % | | | | | | | | | (1) Interest on our unsecured senior convertible notes due 2023, or the 2023 Notes, began accruing upon issuance and was payable semi-annually on June 1 and December 1 of each year until the 2023 Notes matured on December 1, 2023. Interest on our unsecured senior convertible notes due 2025, or the 2025 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year. Interest on our unsecured senior convertible notes due 2028, or the 2028 Notes, began accruing upon issuance and is payable semi-annually on May 15 and November 15 of each year. | (2) The effective interest rate presented represents the rate applicable for the period outstanding. The 2023 Notes matured on December 1, 2023 and are no longer outstanding. | * Not applicable as no notes were outstanding in the relevant period. |
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| Schedule of Conversion Activity For Senior Convertible Notes |
There was no conversion activity for the 2025 Notes or 2028 Notes for the nine months ended September 30, 2024. See the following table for the details of conversion activity for the 2023 Notes for the fiscal year ended December 31, 2023: | | | | | | | | | | | | | | | Fiscal Period | Converted Notes | Aggregate Principal Amount Converted | Shares Issued for Settlement | Shares Received from Exercise of 2023 Note Hedge | | | | | | 1/1/2023 - 12/31/2023 | 2023 Notes | $774.8 million | 12.2 million | 12.2 million | | | | | | | | | | | | | | | | | | | | |
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| Schedule of Conversions Rights at the Option |
The following table outlines the conversion options related for each of our senior convertible notes: | | | | | | | | | Summary of Conversions Rights at the Option of the Holders for the 2025 Notes and 2028 Notes, which we refer to collectively as the Notes | | | | Conversion Rights at the Option of the Holders | | Holders of the Notes have the ability to convert all or a portion of their notes in multiples of $1,000 principal amount, at their option prior to 5:00 p.m., New York City time, on the business day immediately preceding August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively, only under the following circumstances: | | | | | | | Circumstance 1(1) | | During any calendar quarter commencing after the applicable period (and only during such calendar quarter), if the last reported sale price of Dexcom’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the applicable conversion price for the Notes on each applicable trading day | | | | | | | Circumstance 2 | | During the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of Dexcom’s common stock and the applicable conversion rate of the Notes on each such trading day | | | | | | | Circumstance 3 | | If we call any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date (only with respect to the notes called or deemed called for redemption) | | | | | | | Circumstance 4 | | Upon the occurrence of specified corporate events | | | | | | | Circumstance 5(2) | | Holders of the Notes may convert all or a portion of their Notes regardless of the foregoing circumstances prior to the close of business on the business day immediately preceding the maturity date for the 2025 Notes and prior to the close of business on the second scheduled trading day immediately preceding the maturity date for the 2028 Notes | | | | | | | (1) Circumstance 1 is available after the calendar quarter ended September 30, 2020 and September 30, 2023 for the 2025 Notes and 2028 Notes, respectively. | (2) Circumstance 5 is available on or after August 15, 2025 and February 15, 2028 for the 2025 Notes and 2028 Notes, respectively. | | | |
| | | | | | | | | Summary of Conversion Right at the Option of the Company for the 2025 Notes and 2028 Notes | | | | Conversion Right at Our Option(1) | | Dexcom may redeem for cash all or part of the Notes, at its option, if the last reported sale price of our common stock 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 ending on, and including, the trading day immediately preceding the date on which Dexcom provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date | | | | | | | (1) Dexcom does not have the right to redeem the Notes prior to May 20, 2023 and May 20, 2026 for the 2025 Notes and 2028 Notes, respectively. Dexcom has the right to redeem the notes on or after May 20, 2023 and prior to August 15, 2025 for the 2025 Notes, and on or after May 20, 2026 and prior to February 15, 2028 for the 2028 Notes. | | | |
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| Schedule of Availability and Outstanding Borrowings on Credit Agreement |
Information related to availability and outstanding borrowings on our Amended Credit Agreement is as follows as of the date indicated: | | | | | | | | (In millions) | September 30, 2024 | | Available principal amount | $ | 200.0 | | | Letters of credit sub-facility | 25.0 | | | Outstanding borrowings | — | | | Outstanding letters of credit | 7.6 | | | Total available balance | $ | 192.4 | |
| | | | | | | | | | | | Range | ABR Spread | Term Benchmark/RFR Spread | Unused Commitment Fee Rate | Minimum | 0.375% | 1.375% | 0.175% | Maximum | 1.000% | 2.000% | 0.250% |
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