JWCA advises 3D Systems on the equitization of ~$31 million of its 2026 convertible notes and amendment to its secured 2030 convertible notes indenture

December 2025 | read press release

Transaction Background

3D Systems (the “Company”) was interested in equitizing its outstanding 2026 convertible, which was trading at a discount to par, ahead of its maturity date.  In addition, 3D Systems separately wanted to amend its 2030 secured convertible notes to reduce a $40 million quarterly qualified cash covenant

JWCA advised 3D Systems on the issuance of the 2026 convertible notes in 2021 and subsequently executed two opportunistic cash repurchases over a 2-year span for the company.  In this transaction, 3D Systems wanted to address a majority of the remaining outstanding 2026 convertible balance by delivering stock, which allowed 3D Systems to quickly and efficiently de-lever its balance sheet.  Separately, negotiations were held to reduce the cash covenant from $40mm to $20mm in the 2030 convertible notes through a one-time cash payment to secured 2030 convertible noteholders

3D Systems’ objectives included:

  • De-lever: retire the convertible to lower debt balance

  • Use stock as the consideration to retire 2026 convertible notes 

  • Reduce the quarterly Qualified Cash covenant in the secured 2030 note indenture

  • Minimize transaction and friction costs and execute as efficiently as possible

JWCA acted as placement agent and financial advisor for the transaction, providing the following support for the Company:

  • Evaluating tactics around investor targeting and execution method

  • Balancing exchange considerations to minimize equitization price, market risk and friction costs

  • Led the outreach and execution of the 2026 exchange and separate 2030 covenant negotiation with convertible investors

Results

The Company executed a successful liability management transaction overnight for its convertible notes due 2026 and 2030:

  • Exchanged ~$31mm of their 2026 convertible notes for stock (~89% of outstanding)

  • Reduced the overhang from the near-term liability

  • Reduced the $40mm quarterly qualified cash covenant on the secured 2030 notes to $20mm

This is J. Wood Capital’s fourth advisory assignment for the Company