3D Systems Announces Closing of Upsized Offering of $460.0 Million of 0% Convertible Senior Notes due 2026, Including Full Exercise of Initial Purchasers’ $60.0 Million Option to Purchase Additional Notes
16 Novembro 2021 - 6:15PM
3D Systems (NYSE: DDD) today announced that it has closed its
upsized offering of $460.0 million aggregate principal amount of 0%
convertible senior notes due 2026 (the “notes”), including $60.0
million of notes issued upon the exercise in full of the initial
purchasers’ option to purchase additional notes.
The notes are senior, unsecured obligations of 3D Systems, will
not bear regular interest and the principal amount of the notes
will not accrete. 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.
The notes have an initial conversion rate of 27.8364 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 $35.92 per share, which
represents a premium of approximately 42.5% over the last reported
sale price of 3D Systems’ common stock on The New York Stock
Exchange of $25.21 per share on November 11, 2021.
Holders of the notes 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 special
interest, upon the occurrence of a fundamental change (as defined
in the indenture relating to the notes). 3D Systems 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 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 net proceeds from the offering were approximately $446
million, after deducting the initial purchasers’ discounts and
commissions and estimated offering expenses payable by 3D
Systems.
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 were 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. 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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