3D SYSTEMS CORPDDD
3D SYSTEMS CORP Debt Disclosure
NOTE 12 - BORROWINGS
Convertible Senior Notes
Convertible senior secured notes due 2030
Pursuant to an indenture dated June 23, 2025 (the "2030 Indenture"), the Company issued $92.0 million aggregate principal amount of 5.875% convertible senior secured notes due 2030 (the "2030 Notes") in a private placement to a limited number of qualified institutional buyers. The net proceeds from the 2030 Notes, along with $78.0 million of cash on hand, were used to repurchase an aggregate principal amount of $179.7 million of the Company's outstanding 0% convertible senior notes due 2026 (the "2026 Notes").
The 2030 Notes are senior secured obligations, guaranteed by certain U.S. subsidiaries of the Company (the "Note Parties"), and bear interest semiannually at a rate of 5.875%, payable on June 15 and December 15 of each year, beginning December 15, 2025. The 2030 Notes are secured on a first-priority basis by substantially all assets of the Note Parties, subject to certain exceptions (including with respect to the intellectual property of the Note Parties; provided that, certain breaches by the Company or any of its subsidiaries of the limitation on liens covenant in the 2030 Indenture with respect to liens on its intellectual property will cause the 2030 Notes to automatically become secured by a prior security interest in all the intellectual property of the Note Parties). The 2030 Indenture also includes certain financial covenants, including a requirement for the Note Parties to maintain certain minimum cash, accounts receivable and inventory balances each quarter. Under the original 2030 Indenture, as of the last day of each fiscal quarter, the Note Parties were required to maintain at least $40.0 million in qualified cash and a minimum of $75.0 million in accounts receivable and inventory, and the Company was required to maintain at least $16.8 million in restricted cash until certain conditions were satisfied.
In December 2025, the Company entered into a second supplemental indenture (the "Second Supplemental Indenture") to the 2030 Indenture, where certain restrictions were amended in exchange for cash payments in an aggregate amount of $1.8 million paid to the holders of the 2030 Notes. The Second Supplemental Indenture amended the minimum cash requirement to require the Note Parties to maintain at least $20.0 million in qualified cash as of the last day of the fiscal quarter, removed the restricted cash account covenant and released the related lien on the restricted cash amount.
The initial conversion rate was 445.6328 shares per $1,000 principal amount, equivalent to a conversion price of approximately $2.24 per share, which reflected a 20% premium over the $1.87 closing price of the Company’s common stock on June 17, 2025. The 2030 Notes are set to mature on June 15, 2030, unless earlier redeemed, repurchased, or converted in accordance with their terms.
Prior to March 15, 2030, the 2030 Notes are only convertible upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The 2030 Notes are convertible into cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the election of the Company.
Holders of the 2030 Notes have a one-time put right on June 23, 2028, to require the Company to repurchase all or a portion of their 2030 Notes for cash at 100% of the principal amount, plus accrued and unpaid interest. Additionally, upon a fundamental change (as defined in the 2030 Indenture), holders may require repurchase on the same terms. The Company is required to increase the conversion rate for holders who convert in connection with certain fundamental changes or in connection with a redemption.
On or after June 23, 2028 and prior to the 41st scheduled trading day immediately preceding the maturity date, the 2030 Notes will be redeemable, in whole or in part, at the Company's option, for cash, provided that the last reported sale price of the Company's common stock has been at least 130% of the conversion price then in effect for a specified period, as described in the 2030 Indenture.
The effective interest rate on the 2030 Notes is 8.6%, inclusive of original issue discounts, commissions, and offering expenses.
Convertible senior notes due 2026
The 2026 Notes were issued pursuant to an indenture dated November 16, 2021 (the "2026 Indenture") between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"), in an initial aggregate principal amount of $460.0 million. Although the 2026 Notes do not bear regular interest and their principal does not accrete, they have an annual effective interest rate of 0.594%, reflecting original issue discounts, commissions, and offering expenses. The 2026 Notes had an initial conversion rate of 27.8364 shares of common stock per $1 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. The conversion rate is subject to customary adjustments under certain circumstances in accordance with the terms of the 2026 Indenture. The 2026 Notes are scheduled to mature on November 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with their terms.
Prior to August 15, 2026, the 2026 Notes are only convertible upon the occurrence of certain events and will be convertible thereafter at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay cash for the principal portion of the 2026 Notes being converted and may elect to settle the remainder of its conversion obligation, if any, in excess of the principal amount in cash, shares of the Company's common stock or a combination of cash and shares of common stock.
The 2026 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 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 Company's common stock has been at least 130% of the conversion price then in effect for a specified period of time.
The Company incurred debt issuance cost accretion related to the 2026 Notes and the 2030 Notes of $1.5 million for the year ended December 31, 2025. The Company incurred debt issuance cost accretion relating to the 2026 Notes of $1.4 million and $2.6 million for the years ended December 31, 2024 and December 31, 2023, respectively.
The following tables summarize the detail of the Company's convertible senior notes:
| (in thousands) | Outstanding Principal | Unamortized Deferred Issuance Costs | Carrying Value | ||||||||||||||
| December 31, 2025 | |||||||||||||||||
0% Convertible senior notes due 2026 | $ | 3,944 | $ | — | $ | 3,944 | |||||||||||
5.875% Convertible senior notes due 2030 | 92,030 | (5,636) | 86,394 | ||||||||||||||
| Outstanding convertible notes | $ | 95,974 | $ | (5,636) | $ | 90,338 | |||||||||||
| (in thousands) | Outstanding Principal | Unamortized Deferred Issuance Costs | Carrying Value | ||||||||||||||
| December 31, 2024 | |||||||||||||||||
0% Convertible senior notes due 2026 | $ | 214,378 | $ | (2,383) | $ | 211,995 | |||||||||||
| Outstanding convertible notes | $ | 214,378 | $ | (2,383) | $ | 211,995 | |||||||||||
As of December 31, 2025, the Company was in compliance with all of the covenants included in the 2026 Indenture and 2030 Indenture.
Debt Exchange and Extinguishment
December 2025 Debt Exchange - 2026 Notes
In December 2025, the Company entered into separate, privately negotiated agreements with a limited number of existing holders (the "Transaction Participants") of the Company’s 2026 Notes. The Company agreed to exchange $30.8 million aggregate principal amount of 2026 Notes held by the Transaction Participants for an aggregate of 16.6 million shares of the Company’s common stock ("the Exchange"). Immediately following the Exchange, $3.9 million in aggregate principal amount of the 2026 Notes remained outstanding. The Exchange resulted in the recognition of a loss on debt extinguishment of $2.7 million, after transaction costs and the write off of $0.2 million in related debt issuance costs. The loss is reported in Other income, net on the Company’s consolidated statements of operations for the year ended December 31, 2025. The Company incurred $1.6 million of transaction costs in connection with the Exchange. These transaction costs included 0.7 million shares of the Company's common stock issued for services provided in connection with the Exchange.
June 2025 Debt Extinguishment - 2026 Notes
In June 2025, the Company used the proceeds of $92.0 million from the issuance of the 2030 Notes, along with $78.0 million of cash on hand, to repurchase an aggregate principal amount of $179.7 million of its outstanding 2026 Notes, which were retired upon receipt, and the retirement of the debt obligations was accounted for as an extinguishment of debt. The repurchase of the 2026 Notes at a discount resulted in the recognition of a gain of $8.2 million, after transaction expenses and the write-off of $1.5 million in related debt issuance costs. The gain is reported in Other income, net on the Company’s consolidated statements of operations for the year ended December 31, 2025.
In March 2024, the Company repurchased $110.5 million of the 2026 Notes for $87.2 million, including transaction expenses. The repurchased 2026 Notes were retired upon receipt, and the retirement of the debt obligations was accounted for as an extinguishment of debt. The repurchase of the 2026 Notes at a discount resulted in the recognition of a gain of $21.5 million, after transaction expenses and the write-off of $1.8 million in related debt issuance costs. The gain is reported in Other income, net on the Company’s consolidated statements of operations for the year ended December 31, 2024.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Mar 27, 2025 | |
| 2023 | Aug 13, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 5, 2021 | |
| 2019 | Feb 26, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Mar 14, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 14, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.