Unity Software Inc. (“Unity”) (NYSE: U), the world’s leading
platform for creating and operating interactive, real-time 3D
(RT3D) content, today announced its intent to offer, subject to
market conditions and other factors, $1.5 billion aggregate
principal amount of Convertible Senior Notes due 2026 (the “Notes”)
in a private placement (the “Offering”) to qualified institutional
buyers pursuant to Rule 144A under 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 a
13-day period beginning on, and including, the date on which the
Notes are first issued, up to an additional $225.0 million
aggregate principal amount of Notes.
The Notes will be general unsecured obligations of Unity and
will accrue interest payable semiannually in arrears. Upon
conversion, Unity will pay or deliver, as the case may be, cash,
shares of Unity’s common stock or a combination of cash and shares
of Unity’s common stock, at its election. 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 from the
Offering to pay the cost of the capped call transactions described
below, and the remaining net proceeds for general corporate
purposes and for acquisitions or strategic investments in
complementary businesses or technologies. If the initial 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 call transactions
with the Option Counterparties (as defined below) and the remaining
net proceeds for general corporate purposes and for acquisitions or
strategic investments in complementary businesses or
technologies.
In connection with the pricing of the Notes, Unity expects to
enter into capped call transactions with one or more of the initial
purchasers or affiliates thereof and/or other financial
institutions (the “Option Counterparties”). The capped call
transactions will cover, subject to customary adjustments, the
number of shares of Unity’s common stock initially underlying the
Notes. The capped call transactions are expected generally to
reduce the potential dilution to Unity’s common stock upon any
conversion of Notes and/or offset any cash payments Unity is
required to make in excess of the principal amount of converted
Notes, as the case may be, with such reduction and/or offset
subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, Unity expects the Option Counterparties
or their respective affiliates will enter into various derivative
transactions with respect to Unity’s common stock and/or purchase
shares of Unity’s common stock concurrently with or shortly after
the pricing of the Notes, including with, or from, as the case may
be, certain investors in the Notes. This activity could increase
(or reduce the size of any decrease in) the market price of Unity’s
common stock or the trading price of the Notes at that time.
In addition, the Option Counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Unity’s common stock
and/or purchasing or selling Unity’s common stock or other
securities of Unity in 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 maturity of the Notes, or,
to the extent Unity exercises the relevant election under the
capped call transactions, following any repurchase, redemption or
conversion of the Notes). This activity could also cause or avoid
an increase or a decrease in the market price of Unity’s common
stock or the Notes which could affect a noteholder’s ability to
convert the Notes and, to the extent the activity occurs during any
observation period related to a conversion of Notes, this could
affect the number of shares, if any, and value of the consideration
that a noteholder will receive upon conversion of its Notes.
The Notes and any shares of Unity’s common stock potentially
issuable upon conversion of the Notes have not been and will not be
registered under the Securities Act, any state securities laws or
the securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction.
About Unity
Unity is the world’s leading platform for creating and operating
interactive, real-time 3D content. Our platform provides a
comprehensive set of software solutions to create, run, and
monetize interactive, real-time 2D and 3D content for mobile
phones, tablets, PCs, consoles, and augmented and virtual reality
devices. We serve customers of all sizes, at every stage of
maturity, from individual creators to large enterprises.
Forward-Looking Statements
This press release contains “forward-looking” statements that
involve risks and uncertainties, including statements concerning
the proposed terms of the Notes and capped call transactions, the
completion, timing and size of the proposed Offering of the Notes
and capped call transactions, and the anticipated use of proceeds
from the Offering. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
actual events to differ materially from Unity’s plans. These risks
include, but are not limited to, market risks, trends and
conditions, and those risks included in the section titled “Risk
Factors” in Unity’s Securities and Exchange Commission (“SEC”)
filings and reports, including its Annual Report on Form 10-K for
the year ended December 31, 2020, its Quarterly Reports on Form
10-Q for the quarters ended March 31, 2021, June 30, 2021 and
September 30, 2021 and other filings that Unity makes from time to
time with the SEC, which are available on the SEC’s website at
www.sec.gov. All forward-looking statements contained in this press
release speak only as of the date on which they were made. Unity
undertakes no obligation to update such statements to reflect
events that occur or circumstances that exist after the date on
which they were made.
Any unreleased services, features, or functions referenced in
this document, our website, or other press releases or public
statements that are not currently available are subject to change
at Unity’s discretion and may not be delivered as planned or at
all. Customers who purchase Unity services should make their
purchase decisions based upon services, features, and functions
that are currently available.
© 2021 Unity Software Inc. All rights reserved. The Unity design
logos, “Unity” and our other registered or common law trademarks,
service marks, or trade names are the property of Unity Software
Inc. or its affiliates. Other trade names, trademarks, and service
marks are the property of their respective owners.
Source: Unity
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version on businesswire.com: https://www.businesswire.com/news/home/20211115005159/en/
Investor Relations: Richard Davis ir@unity3d.com
Media Relations: Marisa Graves marisag@unity3d.com
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