Unity Software Inc. announced that it has entered into an investment agreement with Silver Lake Alpine II, L.P., Silver Lake Partners VI, funds managed by returning investor, Silver Lake Management, L.L.C. and Sequoia Capital Fund, L.P., a fund managed by returning investor, Sequoia Capital Operations LLC for $1,000,000,000 in aggregate principal amount of company's 2.0% convertible senior notes due 2027 with $940,000,000 of the notes to be issued to Silver Lake Management, L.L.C and $60,000,000 of the notes to be issued to Sequoia Capital Operations LLC on July 13, 2022. The closing of the issuance and sale of the notes is expected to occur promptly following the closing, subject to the closing and certain customary closing conditions. The notes issued are subject to restriction.

The notes will bear interest at a rate of 2.0% per annum and interest on the notes will be payable semi-annually in arrears. The notes will mature five years from the date of issuance, subject to earlier conversion or repurchase. The notes will be convertible at the option of the holder at any time until the trading day prior to the maturity date.

The notes will be convertible into cash, shares of company's common stock or a combination thereof, based on an initial conversion rate of 20.4526 shares of company's common stock per $1,000 principal amount of the notes which is equal to an initial conversion price of approximately $48.89 per share, in each case subject to customary anti-dilution and other adjustments, including in connection with any make-whole adjustment as a result of certain extraordinary transactions. The notes are senior unsecured in nature.