5.875% Convertible Senior Secured Notes due 2030
Note · 3D Systems Corporation
Reference: 5.875% Convertible Senior Secured Notes due 2030
- Original principal
- USD 92,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jun 15, 2030
Last reported interest terms: 5.875% Reported 2025-06-24 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 18.03(d) · no release of the Liens on the Collateral
no release of the Liens on the Collateral pursuant to the provisions of this Indenture or the Collateral Documents shall be effective as against the Holders.
Applies to every series under this agreement Section 18.03. *Release of Collateral; Non-Disturbance*.
Full wording and supporting evidence
Source evidence: (d) At any time when an Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered notice of acceleration to the Collateral Agent, no release of the Liens on the Collateral pursuant to the provisions of this Indenture or the Collateral Documents shall be effective as against the Holders.
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
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Section 11.01 · shall not consolidate with, merge with or into
the Company shall not consolidate with, merge with or into
Applies to every series under this agreement Section 11.01. *Company May Consolidate, Etc* *. on Certain Terms.*
Full wording and supporting evidence
Source evidence: Section 11.01. *Company May Consolidate, Etc* *. on Certain Terms.* Subject to the provisions of Section 11.02, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated assets of the Company and the Company’s Subsidiaries, taken as a
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
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Section 15.02(a) · Repurchase at Option of Holders Upon a Fundamental Change
each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes
Section 15.02. *Repurchase at Option of Holders Upon a Fundamental Change*.
Full wording and supporting evidence
Source evidence: Section 15.02. *Repurchase at Option of Holders Upon a Fundamental Change*. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on the date (the “**Fundamental Change Repurchase Date**”) specified by the Company that is not less than 20 Business Days or more than 35 Business Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the principal amount thereof, *plus* accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date (the “**Fundamental Change Repurchase Price**”), unless the Fundamental Change Repurchase Date falls after a Regular Record Date but on or prior to the Interest Payment Date to which such Regular Record Date relates, in which case the Company shall instead pay the full amount of accrued and unpaid interest (to, but excluding, such Interest Payment Date) to Holders of record as of the close of business on such Regular Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the principal amount of Notes to be repurchased pursuant to this Article 15. The Fundamental Change Repurchase Date shall be subject to postponement in order to allow the Company to comply with applicable law.
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01)
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.875% Convertible Senior Secured Notes due 2030 (the “**Notes**”), initially in an aggregate principal amount not to exceed $92,030,000.00, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
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Section 18.02(f) · the Company will deliver to the Trustee copies of all Collateral Documents
the Company will deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent
Applies to every series under this agreement Section 18.02. *Collateral Agent*.
Full wording and supporting evidence
Source evidence: (f) At all times when the entity serving as Trustee is not the Collateral Agent, the Company will deliver to the Trustee copies of all Collateral Documents delivered to the Collateral Agent and copies of all documents delivered to the Collateral Agent pursuant to the Collateral Documents.
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
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Section 6.04 · Payments of Notes on Default
Section 6.04. *Payments of Notes on Default; Suit Therefor* *.* If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest accruing on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further…
Section 6.04. *Payments of Notes on Default; Suit Therefor* *.*
Full wording and supporting evidence
Source evidence: Section 6.04. *Payments of Notes on Default; Suit Therefor* *.* If an Event of Default described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and interest, if any, with interest accruing on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and, in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee and Collateral Agent under Section 7.06 and Section 18.02(e).
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01)
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.875% Convertible Senior Secured Notes due 2030 (the “**Notes**”), initially in an aggregate principal amount not to exceed $92,030,000.00, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
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(b) · The Company further covenants
the Company will list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.
Springing Trigger: if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system Section 14.08. *Certain Covenants* *.*
Full wording and supporting evidence
Source evidence: (b) The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system the Company will list and use its commercially reasonable efforts to keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Notes.
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01)
Target identity evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.875% Convertible Senior Secured Notes due 2030 (the “**Notes**”), initially in an aggregate principal amount not to exceed $92,030,000.00, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and
Target identity evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
Documents and filing history
- Issuance · 8-K · 2025-06-24 — 8-K
- GoverningAgreement · EX-4.1 · 2025-06-24 — EX-4.1
- GoverningAgreement · EX-4.1 · 2025-06-24 — EX-4.1
- SeriesInstrument · EX-4.1 · 2025-06-24 — EX-4.1
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Issuance
· 2025-06-24
Original principal USD 92,030,000 Exact source document
Parent 8-K filing · 2025-06-24
WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.875% Convertible Senior Secured Notes due 2030 (the “**Notes**”), initially in an aggregate principal amount not to exceed $92,030,000.00, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and
Issuer evidence: INDENTURE dated as of June 23, 2025 between 3D SYSTEMS CORPORATION., a Delaware corporation, as issuer (the “**Company**,” as more fully set forth in Section 1.01) and WILMINGTON SAVINGS FUND SOCIETY, FSB, a federal savings bank, as trustee (the “**Trustee**,” as more fully set forth in Section 1.01) and collateral agent (in such capacity, the “**Collateral Agent**,” as more fully set forth in Section 1.01).
Supporting evidence: 5.875% Convertible Senior Secured Notes due 2030
Supporting evidence: WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of its 5.875% Convertible Senior Secured Notes due 2030 (the “**Notes**”), initially in an aggregate principal amount not to exceed $92,030,000.00, subject to Section 2.10, and in order to provide the terms and conditions upon which the Notes are to be authenticated, issued and delivered, the Company and the Guarantors have duly authorized the execution and delivery of this Indenture; and
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Issuance
· 2025-06-23
Original principal USD 92,000,000 Exact source document
Parent 8-K filing · 2025-06-24
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.
Issuer evidence: 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.
Supporting evidence: 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.
Supporting evidence: 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.