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Unity Software Inc. (“Unity”) (NYSE: U), the world’s leading platform for the creation and exploitation of real-time interactive 3D (RT3D) content, today announced its intention to offer , subject to market conditions and other factors, $ 1.5 billion in aggregate principal amount of senior convertible bonds due 2026 (the “Bonds”) under a private placement (the “ Offer ”) from qualified institutional buyers in accordance with Rule 144A of the Securities Act of 1933, as amended (the“ Securities Act ”). Unity also intends to grant the initial purchasers of the Notes an option to purchase, within 13 days of the date of the initial issue of the Notes, up to a total additional principal amount of 225, $ 0 million.
The Notes will be general unsecured obligations of Unity and will bear interest payable semi-annually in arrears. Upon conversion, Unity will pay or deliver, as the case may be, cash, Unity common stock or a combination of cash and Unity common stock, at its option. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.
Unity expects to use a portion of the net proceeds of the Offering to pay the cost of the capped purchase transactions described below, and the remaining net proceeds for general corporate purposes and for strategic acquisitions or investments. in companies or complementary technologies. If the original purchasers exercise their option to purchase additional notes, Unity expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped purchase transactions with the option counterparties (as defined herein. below) and the remaining net proceeds for general corporate purposes and for strategic acquisitions or investments in complementary businesses or technologies.
In setting the price of the Bonds, Unity intends to enter into capped purchase transactions with one or more of the original purchasers or affiliates thereof and / or other financial institutions (the “Counterparties of options ”). Capped purchase transactions will cover, subject to customary adjustments, the number of Unity common shares initially underlying the Notes. Capped purchase transactions should generally reduce the potential dilution of Unity common stock on any conversion of Notes and / or offset any cash payment Unity is required to make in excess of the principal amount of the converted Notes, as the case may be, with this reduction and / or compensation is capped.
As part of establishing their initial hedges of capped purchase transactions, Unity expects option counterparties or their respective affiliates to enter into various derivative transactions involving Unity common shares and / or purchase common shares of Unity at the same time as or shortly after the pricing of the Notes, including with or, as the case may be, certain investors in the Notes. Such activity could increase (or reduce the magnitude of any decrease) in the market price of the common shares of Unity or the trading price of the Notes at that time.
In addition, option counterparties or their respective affiliates may change their hedging positions by entering into or unwinding various derivatives relating to Unity common stock and / or buying or selling Unity common stock or other securities. of Unity in connection with secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 40 trading day period beginning on the 41st scheduled trading day). prior to the maturity of the Notes, or, to the extent that Unity exercises the relevant choice within the framework of the Call Transactions limit, following any redemption, redemption or conversion of the Notes). This activity could also cause or prevent an increase or decrease in the market price of the ordinary shares of Unity or the Notes, which could affect the ability of a holder of Notes to convert the Notes and, to the extent that the activity occurs during any Observation Period relating to a conversion of Notes, this could affect the number of Shares, if any, and the value of the Consideration a Noteholder will receive on the conversion of their Notes.
The Notes and all of the common shares of Unity issuable upon conversion of the Notes have not been and will not be registered under the Securities Act, state securities laws or securities laws. securities of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption or in connection with a transaction not subject to the registration requirements of the Securities Act and other applicable securities laws.
This press release is not an offer to sell or a solicitation of an offer to buy any of these securities and there will be no sale of such securities in any state or jurisdiction in which such an offer is made. , solicitation or sale would be illegal prior to registration or qualification thereof under the securities laws of any such state or jurisdiction.