8-K
filed November 7, 2022, 6:59 PM ET
ticker U
CIK 0001810806
M&A
confidence high
sentiment positive
materiality 0.75
Unity Software Inc. (U): M&A transaction — Unity completes ironSource merger; issues ~112.5M shares; board adds 3 directors
Unity Software Inc.
- Each ironSource share converted into 0.1089 Unity shares; merger effective Nov 7, 2022.
- Unity issued ~112.5M shares; pre-merger Unity holders own 72.8%, former ironSource holders 27.2%.
- Board expanded from 10 to 13; added Tomer Bar-Zeev, Shlomo Dovrat, David Kostman.
- Registration Rights Agreement entered with ironSource affiliates for resale registration.
- Combined company expects to be highly profitable and generate positive free cash flow.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
David Kostman was appointed as Director at Unity Software Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
increased the size of the Unity Board from ten (10) members to thirteen (13) members and appointed to the Unity Board each of Tomer Bar-Zeev, the Chief Executive Officer of ironSource, Shlomo Dovrat, a former member of the ironSource board of directors, and David Kostman, a former member of the ironSource board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Shlomo Dovrat was appointed as Director at Unity Software Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
increased the size of the Unity Board from ten (10) members to thirteen (13) members and appointed to the Unity Board each of Tomer Bar-Zeev, the Chief Executive Officer of ironSource, Shlomo Dovrat, a former member of the ironSource board of directors, and David Kostman, a former member of the ironSource board of directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Tomer Bar-Zeev was appointed as Director at Unity Software Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
increased the size of the Unity Board from ten (10) members to thirteen (13) members and appointed to the Unity Board each of Tomer Bar-Zeev, the Chief Executive Officer of ironSource, Shlomo Dovrat, a former member of the ironSource board of directors, and David Kostman, a former member of the ironSource board of directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Unity Software Inc. completed an acquisition involving ironSource Ltd. for 0.1089 shares of Unity common stock (closed 2022-11-07).
- Action
- acquisition
- Counterparty
- ironSource Ltd.
- Consideration
- 0.1089 shares of Unity common stock
- Closing
- 2022-11-07
Exact text from the filing
shares, the “ ironSource ordinary shares ”), of ironSource issued and outstanding immediately prior to the Effective Time was converted automatically into the right to receive 0.1089 shares of Unity common stock (the “ Merger Consideration ”), with each fractional share rounded up or down to the nearest whole share. Unity stockholders will continue to own
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Unity Software Inc. entered into Registration Rights Agreement with the ironSource Affiliates (effective 2022-11-07).
- Action
- entry
- Counterparty
- the ironSource Affiliates
- Effective
- 2022-11-07
Exact text from the filing
In connection with the closing of the Merger (the “ Closing ”), on November 7, 2022, certain shareholders of ironSource that were party to the Second Amended and Restated Shareholders Rights Agreement, dated March 20, 2021, by and among ironSource and the parties thereto, and that were, immediately after the Effective Time, “affiliates” (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of Unity (collectively, the “ ironSource Affiliates ”) entered into a Registration Rights Agreement with Unity (the “ Registration Rights Agreement ”).
View on SEC.gov
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