3D Systems Announces Offering of $350.0 Million of Convertible Senior Notes due 2026
10 Novembro 2021 - 6:15PM
3D Systems (NYSE: DDD) today announced that it proposes to offer
$350 million aggregate principal amount of convertible senior
notes due 2026 (the “notes”), subject to market conditions and
other factors. 3D Systems also intends to grant the initial
purchasers of the notes an option to purchase, for settlement
within a 13-day period from and including the date on
which the notes are first issued, up to an additional
$52.5 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations of 3D Systems,
and interest will be payable semiannually in arrears.
The notes will mature on November 15, 2026, unless earlier
redeemed, repurchased or converted in accordance with the terms of
the notes. At any time prior to the close of business on the
business day immediately preceding August 15, 2026, the notes will
be convertible at the option of holders only upon satisfaction of
certain conditions and during certain periods, and thereafter, at
any time until the close of business on the second scheduled
trading day immediately preceding the maturity date. Upon
conversion, 3D Systems will pay cash up to the aggregate principal
amount of the notes to be converted and pay or deliver, as the case
may be, cash, shares of 3D Systems’ common stock (the “common
stock”) or a combination of cash and shares of common stock, at the
election of 3D Systems, in respect of the remainder, if any, of 3D
Systems’ conversion obligation in excess of the aggregate principal
amount of the notes being converted.
Holders of the notes will have the right to require 3D Systems
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
relating to the notes). 3D Systems will also be 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 will be redeemable, in whole or in part,
for cash at 3D Systems’ option at any time, and from time to time,
on or after November 20, 2024 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 interest rate, conversion rate, offering price and other
terms are to be determined upon pricing of the notes.
3D Systems intends to use the net proceeds from the offering for
general corporate purposes, which may include potential
acquisitions, investments and strategic transactions. From time to
time, 3D Systems evaluates potential acquisitions, investments and
strategic transactions involving businesses, technologies or
products. However, 3D Systems has not designated any specific uses
of the proceeds of the offering and except as publicly disclosed,
has no current agreements with respect to any material
acquisitions, investments or strategic transactions.
The notes are to be offered and sold in a private placement to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Act”).
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
common stock, if any, into which the notes are convertible in
certain circumstances) and shall not constitute an offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful. Any offers of the notes will be
made only by means of a private offering memorandum.
The notes and any shares of common stock issuable upon
conversion of the notes have not been registered under the Act or
any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
such registration requirements.
Forward-Looking Statements
Certain statements made in this release that are not statements
of historical or current facts are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual
results, performance or achievements of 3D Systems to be materially
different from historical results or from any future results or
projections expressed or implied by such forward-looking
statements, including the ability of 3D Systems to consummate the
offering of the notes on the expected terms, or at all. In many
cases, forward-looking statements can be identified by terms such
as “believes,” “belief,” “expects,” “may,” “will,” “estimates,”
“intends,” “anticipates” or “plans” or the negative of these terms
or other comparable terminology. Forward-looking statements are
based upon management’s beliefs, assumptions and current
expectations and may include comments as to 3D Systems’ beliefs and
expectations as to future events and trends affecting its business
and are necessarily subject to uncertainties, many of which are
outside 3D Systems’ control. The factors described under the
headings “Forward-Looking Statements” and “Risk Factors” in 3D
Systems’ periodic filings with the Securities and Exchange
Commission, as well as other factors, could cause actual results to
differ materially from those reflected or predicted in
forward-looking statements. Although management believes that the
expectations reflected in the forward-looking statements are
reasonable, forward-looking statements are not, and should not be
relied upon, as a guarantee of future performance or results, nor
will they necessarily prove to be accurate indications of the times
at which such performance or results will be achieved. The
forward-looking statements included are made only as of the date of
the statement. 3D Systems undertakes no obligation to update or
review any forward-looking statements made by management or on its
behalf, whether as a result of future developments, subsequent
events or circumstances or otherwise.
3D Systems Corporation333 Three D Systems CircleRock Hill, SC
29730NYSE:DDD
Investor Contact: investor.relations@3dsystems.com Press
Contact: press@3dsystems.com
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