Xometry Announces Pricing of $225 Million Offering of Convertible Senior Notes

Core Viewpoint - Xometry, Inc. has announced the pricing of $225 million in 0.75% Convertible Senior Notes due 2030, aimed at qualified institutional buyers, with expected net proceeds of approximately $217 million for various corporate purposes [1][4]. Group 1: Offering Details - The offering includes an option for initial purchasers to buy an additional $25 million in Notes within 13 days of issuance [2] - The Notes will accrue interest at a rate of 0.75% per year, payable semiannually, and will mature on June 15, 2030 [3] - The initial conversion rate is set at 21.2495 shares of Class A common stock per $1,000 principal amount of Notes, equating to a conversion price of approximately $47.06 per share, representing a 30% premium over the last reported sale price [5] Group 2: Use of Proceeds - Xometry plans to use the net proceeds to cover the cost of capped call transactions ($15.7 million), repurchase approximately $8 million of its Class A common stock, and repurchase about $201.7 million of its outstanding 1.00% Convertible Senior Notes due 2027 [4] - Additional proceeds, if the option is exercised, may be used for further capped call transactions, working capital, and potential acquisitions or strategic investments [4] Group 3: Redemption and Conversion Terms - The Notes cannot be redeemed before June 20, 2028, and can be redeemed under specific conditions related to the stock price [6] - In the event of a "fundamental change," noteholders may require Xometry to repurchase their Notes at 100% of the principal amount plus accrued interest [7] - The conversion rate may be adjusted in certain corporate events or upon redemption [8] Group 4: Capped Call Transactions - Xometry has entered into capped call transactions to mitigate potential dilution from the conversion of the Notes, with an initial cap price of $63.35, a 75% premium over the last reported sale price [9][10] - The capped call transactions are expected to reduce cash payments required upon conversion and are subject to customary adjustments [9] Group 5: Market Impact - The initial purchasers may engage in derivative transactions and stock purchases that could influence the market price of Xometry's Class A common stock and the Notes [11][12] - Concurrently with the offering, Xometry repurchased approximately $8 million of its Class A common stock, which may affect the market price [13] - Xometry also repurchased approximately $216.7 million of its 2027 notes, which could lead to further market activity affecting stock prices [14][15] Group 6: Regulatory Information - The Notes are offered only to qualified institutional buyers under Rule 144A and are not registered under the Securities Act [16] - This offering does not constitute an offer to sell or a solicitation of an offer to buy any securities [17] Group 7: Company Overview - Xometry operates an AI-powered marketplace that connects buyers with suppliers of manufacturing services, aiming to digitize the manufacturing industry [19]