| Item 1.01 |
Entry into a Material Definitive Agreement. |
On June 23, 2025, 3D Systems Corporation (the “Company”) completed its previously announced private offering of $92.0 million aggregate principal amount of its 5.875% Convertible Senior Secured Notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture, dated June 23, 2025 (the “Indenture”), among the Company, the guarantors party thereto and Wilmington Savings Fund Society, FSB, as trustee and collateral agent.
The Notes are senior secured obligations of the Company and will bear interest at a rate of 5.875% per annum, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025. The Notes will mature on June 15, 2030, unless earlier redeemed, repurchased or converted in accordance with the terms of the Notes. The Notes will be convertible at the option of holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The Notes will be convertible into cash, shares of the Company’s common stock (“common stock”) or a combination of cash and shares of common stock, at the election of the Company.
The Notes have an initial conversion rate of 445.6328 shares of common stock per $1,000 principal amount of Notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $2.24 per share, which represents a premium of approximately 20% over the last reported sale price of the common stock on The New York Stock Exchange of $1.87 per share on June 17, 2025.
The holders of the Notes have a one-time right, on June 20, 2028 (the “put date”), to require the Company to repurchase for cash all or a portion of their Notes on the put date at 100% of their principal amount, plus any accrued and unpaid interest. Additionally, holders of the Notes have the right to require the Company to repurchase for cash all or a portion of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the Indenture). The Company is also required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes or convert their Notes that are called for redemption, as the case may be, prior to the maturity date. The Notes are redeemable, in whole or in part, for cash at the Company’s option at any time, and from time to time, on or after June 20, 2028 and before the 41st scheduled trading day immediately preceding the maturity date, but only if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for a specified period of time.
The Notes are the Company’s senior secured obligations, are guaranteed by certain of the Company’s subsidiaries and are secured on a first-priority basis by substantially all assets of the Company and such guarantors, subject to certain exceptions (including with respect to the intellectual property of the Company and the guarantors; provided that, certain breaches by the Company or any of its subsidiaries of the limitation on liens covenant in the Indenture with respect to liens on its intellectual property will cause the Notes to automatically become secured by a prior security interest in all the intellectual property of the Company and the guarantors), as further described in the Indenture.
The Indenture contains a number of restrictive covenants and limitations, including restrictions on the Company’s ability to incur certain indebtedness and other limitations on liens, investments and restricted payments, as further described in the Indenture.
A copy of the Indenture and the form of the Note are attached as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description of the Indenture and Notes does not purport to be complete and is qualified in its entirety by reference to the full text in such exhibits.
The net proceeds from the offering were approximately $87.9 million, after deducting the estimated offering expenses payable by the Company. The Company used (i) the net proceeds from the sale of the Notes, together with approximately $77.9 million of cash on hand, to purchase a portion of its outstanding 0% Convertible Senior Notes due 2026 and (ii) approximately $15.0 million of cash on hand to purchase shares of the common stock.
