Desktop Metal Announces Proposed Convertible Senior Notes Offering
10 Mai 2022 - 1:34PM
Business Wire
Desktop Metal, Inc. (NYSE: DM) today announced its intention to
offer, subject to market and other conditions, $150,000,000
aggregate principal amount of convertible senior notes due 2027
(the “notes”) in a private offering to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”).
Desktop Metal also expects to grant the initial purchasers of the
notes an option to purchase, for settlement within a period of 13
days from, and including, the date the notes are first issued, up
to an additional $22,500,000 principal amount of notes.
The notes will be senior, unsecured obligations of Desktop
Metal, will accrue interest payable semi-annually in arrears and
will mature on May 15, 2027, unless earlier repurchased, redeemed
or converted. Noteholders will have the right to convert their
notes in certain circumstances and during specified periods.
Desktop Metal will settle conversions by paying or delivering cash
and, if applicable, shares of its Class A common stock, par value
$0.0001 per share (“common stock”). The notes will be redeemable,
in whole or in part (subject to certain limitations), for cash at
Desktop Metal’s option at any time, and from time to time, on or
after May 20, 2025 and on or before the 40th scheduled trading day
immediately before the maturity date, but only if the last reported
sale price per share of Desktop Metal’s common stock exceeds 130%
of the conversion price for a specified period of time and certain
liquidity conditions have been satisfied. The redemption price will
be equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. The interest rate, initial conversion rate and
other terms of the notes will be determined at the pricing of the
offering.
Desktop Metal intends to use the net proceeds from the offering
to fund working capital expenditures and for other general
corporate purposes.
The notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and any shares of
common stock issuable upon conversion of the notes have not been,
and will not be, registered under the Securities Act or any other
securities laws, and the notes and any such shares cannot be
offered or sold absent registration or except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and any other
applicable securities laws. This press release does not constitute
an offer to sell, or the solicitation of an offer to buy, the notes
or any shares of common stock issuable upon conversion of the
notes, nor will there be any sale of the notes or any such shares,
in any state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws, including
statements regarding Desktop Metal’s intention to offer the notes,
the persons being offered the notes being qualified institutional
buyers, the anticipated terms of the notes being offered, including
the option to purchase additional notes, the completion, timing and
size of the proposed offering and the intended use of the net
proceeds. Forward-looking statements generally are identified by
the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to, the risks and uncertainties set forth in Desktop Metal,
Inc.’s filings with the U.S. Securities and Exchange Commission.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Forward-looking statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on forward-looking
statements, and Desktop Metal, Inc. assumes no obligation and does
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220510005859/en/
Investor Relations: Jay Gentzkow
jaygentzkow@desktopmetal.com (781) 730-2110
Media Relations: Lynda McKinney
lyndamckinney@desktopmetal.com (978) 224-1282
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