UNITY SOFTWARE INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, unrecorded sale of equity securities, other events, financial statements and documents to conviction (form 8-K)

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Item 1.01 Conclusion of a Material Agreement.

Act and notes

At November 19, 2021, Unity Software Inc. (the “Company”) made its previously announced private offer (the “Offer”) of $ 1.725 billion
total principal amount of 0% Senior Convertible Bonds due 2026 (the “Bonds”), including the full exercise of the option of the original purchasers to purchase up to an additional amount $ 225 million principal amount of tickets. The notes were issued under a trust deed dated November 19, 2021 (the “Trust Deed”), between the Company and National Association of American Banks, as a trustee.

The Notes are general unsecured obligations of the Company and will mature on
November 15, 2026, unless they are previously converted, redeemed or redeemed. The Notes will not bear regular interest and the principal amount of the Notes will not accumulate. Special interest, if any, will be payable semi-annually in arrears on
November 15 and May 15 of each year, from May 15, 2022 (if and to the extent that special interest is then payable on the tickets). The Notes are convertible at the option of the holders at any time before the close of business on the immediately preceding business day. August 15, 2026, only under the following conditions: (1) during any calendar quarter beginning after the calendar quarter ending on March 31, 2022 (and only during that calendar quarter), if the last reported sale price of the Company’s ordinary shares, the par value $ 0.000005 per share (the “Common Shares”), for at least 20 trading days (consecutive or not) during a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter, including, is greater than or equal to 130% of the conversion price of the Notes on each applicable trading day; (2) during the period of five business days after any period of ten consecutive trading days (the “Valuation Period”) in which the trading price (as defined in the deed) by $ 1,000 the principal amount of the Notes for each Trading Day in the Valuation Period was less than 98% of the proceeds of the last published selling price of the Common Shares and the conversion rate of the Notes for each Trading Day; (3) if the Company calls these Notes for redemption, at any time before the close of business on the scheduled trading day immediately preceding the redemption date, but only with regard to the Notes called (or deemed to be called) for redemption; and (4) upon the occurrence of specified corporate events, as set out in the trust indenture. On or after August 15, 2026, until the close of business on the second scheduled trading day immediately preceding the Maturity Date, Noteholders may convert all or part of their Notes at any time, at the option of the Holder, regardless of the foregoing conditions. . Upon conversion, the Company may meet its conversion obligation by paying or delivering, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at the option of the Company, the manner and subject to the terms and conditions provided for in the act.

The conversion rate for the Notes will initially be 3.2392 common shares per $ 1,000 principal amount of the Notes, which equates to an initial conversion price of approximately $ 308.72 per common share. The initial conversion price of the Notes represents a premium of approximately 57.5% over the last published selling price of the Common Shares on The New York stock exchange to
November 16, 2021. The conversion rate of the Notes is subject to adjustment in certain circumstances in accordance with the terms of the deed but will not be adjusted for accrued and unpaid interest. In addition, as a result of certain corporate events that occur prior to the maturity date of the Notes or if the Company issues a redemption notice in respect of the Notes, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or to convert its called (or deemed to be called) Notes for redemption under such redemption notice, as the case may be.

The Company will not be able to reimburse the Notes before 20 November 2024. The Company may redeem any or all of the Notes for cash (subject to certain limitations described in the Indenture) at its option on or after November 20, 2024, if the last reported sale price of the Common Shares was at least 130% of the conversion price of the Notes then in effect for at least 20 Trading Days (consecutive or not) in any 30 Trading Day period consecutive (including the last trading day of this period) ending on the trading day immediately preceding the date on which the Company provides a redemption notice at a redemption price equal to 100% of the principal amount of the Notes to be redeemed , plus accrued and unpaid special interest, if any, up to, but excluding, the repayment date. If the Company repurchases less than all the Notes in circulation, at least $ 150 million the total principal amount of the Notes must be in circulation and not be reimbursed as from the delivery of the corresponding reimbursement notice and after having given effect. No sinking fund is provided for the Notes.



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If the Company undergoes a fundamental change (as defined in the Indenture) then, subject to certain conditions and except as described in the Trust Indenture, Holders may require the Company to redeem in cash all or part of their notes on a fundamental change redemption a price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, up to, but excluding, the redemption date of the fundamental change. . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.

Article 3.02 Unregistered sale of Equity securities.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to original purchasers on the basis of the exemption from registration under section 4 (a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the original purchasers to persons reasonably suspected of being qualified institutional purchasers under the exemption from registration under section 4 (a) (2) and rule 144A under the Act on securities. The Company relied on these exemptions from registration based in part on the representations made by the original purchasers in the purchase agreement dated November 16, 2021 by and between the Company and the original purchasers.

The Notes and the Common Shares issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in exchange for United States lack of registration or an applicable exemption from registration requirements.



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To the extent that common shares are issued on the conversion of the Notes, they will be issued in connection with transactions which may be exempt from registration under the Securities Act by virtue of section 3 (a ) (9) thereof because no commission or other compensation would be payable in connection with the conversion of the Notes and any resulting issuance of Common Shares.


Item 8.01 Other Events.


At November 15, 2021, the Company issued a press release announcing the proposed placement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

At November 17, 2021, the Company issued a press release announcing the price of the tickets. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-looking statements

This current report on Form 8-K contains “forward-looking” statements, as that term is defined in federal securities laws, including, but not limited to, statements regarding the offering and expectations. of the company regarding the use of the net proceeds of the offering. These forward-looking statements are based on the Company’s current assumptions, expectations and beliefs and are subject to risks, uncertainties, assumptions and material changes in circumstances that could cause the Company’s plans to differ materially from those expressed or under- heard in any forward-looking statement. . These risks include, without limitation, market risks, trends and conditions, and the risks described in documents filed by the Company with the Security and Trade Commission
(“SEC”) from time to time, particularly under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, including the Quarterly Report on Form 10-Q for the closed fiscal quarter September 30, 2021. Copies of these documents can be obtained by visiting the DRY website at www.sec.gov. These forward-looking statements represent the company’s estimates and assumptions only as of the date of this current report on Form 8-K. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit
  No.                                    Description

 4.1          Indenture, dated as of November 19, 2021, by and between Unity
            Software Inc. and U.S. Bank National Association, as Trustee

 4.2          Form of Global Note, representing Unity Software Inc.'s 0%
            Convertible Senior Notes due 2026 (included as Exhibit A to the
            Indenture filed as Exhibit 4.1)

10.1          Form of Confirmation for Capped Call Transactions

99.1          Press release entitled "Unity Announces Proposed $1.5 Billion
            Offering of Convertible Senior Notes", dated November 15, 2021

99.2          Press release entitled "Unity Announces Pricing of $1.5 Billion
            Offering of Convertible Senior Notes", dated November 17, 2021

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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