Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes

Core Viewpoint - Xometry, Inc. plans to offer $225 million in Convertible Senior Notes due 2030, with an option for an additional $25 million, to qualified institutional buyers, aiming to enhance its financial flexibility and support various corporate activities [1][3]. Group 1: Offering Details - The offering consists of $225 million in Convertible Senior Notes, with a potential additional $25 million, aimed at qualified institutional buyers under Rule 144A [1]. - The Notes will be unsecured obligations of Xometry, accruing interest payable semiannually, with conversion options including cash, shares, or a combination [2]. - The interest rate and conversion terms will be determined at the time of pricing [2]. Group 2: Use of Proceeds - Xometry intends to use the net proceeds for capped call transactions, repurchasing up to $25 million of its Class A common stock, and repurchasing a portion of its outstanding 1.00% Convertible Senior Notes due 2027 [3][9]. - Additional proceeds from the offering may be allocated for working capital, strategic investments, or further repurchases of the 2027 notes, although no specific agreements are in place for acquisitions at this time [3]. Group 3: Capped Call Transactions - Xometry plans to enter capped call transactions to mitigate potential dilution from the conversion of the Notes, which will cover the shares underlying the Notes [4]. - These transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [4]. Group 4: Market Impact - The initial purchasers may engage in derivative transactions or purchase shares of Xometry's Class A common stock, potentially influencing the market price of the stock and the Notes [5][6]. - Activities by hedged holders of the 2027 notes may also affect the market price of Xometry's Class A common stock, impacting the effective conversion price of the Notes [9].