unity-20240304FALSE000181080600018108062024-03-042024-03-04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2024
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| UNITY SOFTWARE INC. | |
| (Exact name of registrant as specified in its charter) |
| | | | | | | | |
| Delaware | 001-39497 | 27-0334803 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| 30 3rd Street | |
| San Francisco, California 94103‑3104 | |
| (Address, including zip code, of principal executive offices) | |
| (415) 539‑3162 | |
| (Registrant's telephone number, including area code) | |
| Not Applicable | |
| (Former name or former address, if changed since last report) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.000005 par value | | U | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Repurchases of Convertible Notes
On March 4, 2024, Unity Software Inc. (the “Company”) agreed to repurchase approximately $479.8 million aggregate principal amount of the Company’s outstanding 0% Convertible Senior Notes due 2026 (the “Notes”) from certain holders of the Notes in separate, privately negotiated transactions for an aggregate cash repurchase price of approximately $415.0 million (the “Repurchases”). The Company’s repurchase of the Notes is an opportunistic use of capital intended to manage a portion of its upcoming debt maturity towers proactively and efficiently.
The Repurchases are expected to close on March 7, 2024. Following the closing of the Repurchases, the Company intends to cancel the repurchased Notes and, after such cancellation of repurchased Notes, approximately $1,245.2 million aggregate principal amounts of Notes will remain outstanding.
This Current Report on Form 8-K contains “forward-looking” statements including, but not limited to, statements related to the amount of Notes to be repurchased, and the ability to complete the Repurchases on the timeline described herein or at all. These forward-looking statements are based on management’s beliefs and assumptions and on information available to management as of the date they are made. However, investors should not place undue reliance on any such forward-looking statements because they speak only as of the date they are made. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and developments to differ materially from the Company’s historical experience and its present expectations or projections. These risks and uncertainties include, but are not necessarily limited to, changes in the price of the Company’s common stock and in market conditions generally, as well as those described in the Company’s filings with the Securities and Exchange Commission (“SEC”), including without limitation the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | UNITY SOFTWARE INC. |
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Date: March 4, 2024 | | By: | /s/ Luis Visoso |
| | | Luis Visoso |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |