v3.25.2
Convertible Senior Notes
6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Convertible Senior Notes Convertible Senior Notes
In September 2020, the Company issued $920 million aggregate principal amount of 0.125% convertible senior notes due 2025 (the "Notes"). The net proceeds from the issuance of the Notes were $908 million after deducting underwriting fees and offering costs.
The interest on the Notes is payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. The Notes will mature on November 1, 2025, unless earlier redeemed or repurchased by the Company or converted pursuant to their terms.
The Notes have a conversion rate of 6.9440 Class A subordinate voting shares per one thousand dollars of principal amount of Notes, adjusted to give effect to the share split effected in June 2022, which is equivalent to a conversion price of approximately $144.01. The conversion rate is subject to adjustment following the occurrence of certain specified events, as set out or defined in the supplemental indenture governing the Notes. In addition, upon the occurrence of a make-whole fundamental change prior to the maturity date or upon our issuance of a notice of redemption, as set out or defined in the supplemental indenture governing the Notes, the Company will, in certain circumstances, increase the conversion rate by a number of additional Class A subordinate voting shares for a holder that elects to convert its Notes in connection with such make-whole fundamental change or during the relevant redemption period. Beginning August 1, 2025, Note holders may convert all or any portion of their Notes at the applicable conversion price at the time.
The Company accounts for the Notes as a single unit of account on the balance sheet. The carrying value of the liability is represented by the face amount of the Notes, less total offering costs, plus any amortization of offering costs. Total offering costs upon issuance of the Notes were $12 million and are amortized to interest expense using the effective interest rate method over the contractual term of the Notes. Interest expense is recognized at an annual effective interest rate of 0.38% over the contractual term of the Notes.
The net carrying amount of the outstanding Notes was as follows:
June 30, 2025December 31, 2024
(in US $ millions)
Principal920 920 
Unamortized offering costs(1)(2)
Net carrying amount919 918 
In the three and six months ended June 30, 2025, the Company recognized $1 million (June 30, 2024 - $1 million) of contractual interest expense, and recognized nil and $1 million, respectively (June 30, 2024 - nil and $1 million), of amortization of offering costs, related to the outstanding Notes.
As of June 30, 2025, the estimated fair value of the Notes was approximately $936 million (December 31, 2024 - $939 million). The estimated fair value was determined based on the last executed trade for the Notes of the reporting period in an over-the-counter market, which is considered as Level 2 in the fair value hierarchy.