Item 1.01. | Entry into a Material Definitive Agreement |
On November 7, 2021, Unity Software Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) by and among the Company, Weta Digital Limited, a company incorporated in New Zealand with the company number 56770 (the “Seller”), and Film Property Trust, Weta Holdings LLC, Joseph Letteri, and Weta Principal Fund LLC (each a “Shareholder” and collectively the “Shareholders”). The Seller is a premier creator and innovator of visual effects and animation.
Pursuant to the terms and conditions of the Agreement, the Company agreed to purchase (the “Transaction”) certain assets of the Seller, including, among others, the Seller’s audio-visual effects development and management software tools, intellectual properties, goodwill, rights and claims, other than certain excluded assets (the “Transferred Assets”). The purchase price for the Transferred Assets consists of (i) an amount in cash equal to $1,000,000,000 and (ii) a number of shares of the Company’s common stock equal to $625,000,000, subject to adjustment as set forth in the Purchase Agreement. Under the terms of the Purchase Agreement, the Company has agreed to file a resale registration statement covering the resale of these shares of the Company’s common stock.
The closing of the Transaction is subject to applicable regulatory clearances and other customary closing conditions.
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement for the purpose of allocating contractual risk between those parties, and do not establish these matters as facts. Investors should not rely on the representations, warranties and covenants as characterizations of the actual state of facts or condition of the Company.
Item 3.02. | Unregistered Sale of Equity Securities |
The information set forth in Item 1.01 above regarding the agreement to issue shares of the Company’s common stock is incorporated by reference into this Item 3.02. The shares of the Company’s common stock will be issued upon the closing of the Transaction pursuant to exemptions from registration under Section (4)(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation S promulgated thereunder.
Item 7.01. | Regulation FD Disclosure. |
On November 9, 2021, the Company issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | |
Exhibit Number | | Description of Exhibit |
| |
10.1 | | Asset Purchase Agreement, dated November 7, 2021, by and among Unity Software Inc., Weta Digital Limited, Film Property Trust, Weta Holdings LLC, Joseph Letteri, and Weta Principal Fund LLC |
| |
99.1 | | Press Release, dated November 9, 2021 |
| |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |