Unity Software Inc. (U) Announces $1B Debt Offering
Unity Software Inc. (NYSE: U) has filed the following:
On November 8, 2022, we sold $1,000,000,000 in aggregate principal amount of our 2.0% Convertible Senior Notes due 2027 (each, a “Note” and, collectively, the “Notes”), consisting of (i) $940,000,000 in aggregate principal amount of the Notes sold to SLP VI Union Holdings, L.P., SLP VI Union Holdings II, L.P. and SLA Union Holdings, L.P. (collectively, the “Silver Lake Purchasers”) and (ii) $60,000,000 in aggregate principal amount of the Notes sold to Sequoia Capital Fund, L.P. (the “Sequoia Purchaser” and, together with the Silver Lake Purchasers and others identified in the section of this prospectus titled “Selling Securityholders”, the “Selling Securityholders”). The offer and sale of the Notes to the Selling Securityholders was effected in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). This prospectus may be used from time to time by the Selling Securityholders to offer up to $1,000,000,000 in aggregate principal amount of the Notes and the shares of our common stock, par value $0.000005 per share (“Common Stock”), issuable upon conversion of the Notes, if any, in any manner described under “Plan of Distribution” in this prospectus. The Selling Securityholders may sell the Notes or any such shares of Common Stock in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to such prevailing market prices, at varying prices determined at the time of sale or at privately negotiated prices directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions. If the Selling Securityholders use underwriters, broker-dealers or agents, we will name them and describe their compensation in a supplement to this prospectus as may be required. We will receive no proceeds from any sale by the Selling Securityholders of the securities offered by this prospectus, but in some cases we have agreed to pay certain registration expenses. Please read this prospectus and any applicable prospectus supplement carefully before you invest.
