PLAYTIKA HOLDING CORP. : Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Incremental Assumption Agreement No. 2

On January 15, 2021, Playtika Holding Corp. (the "Company") entered into that certain Incremental Assumption Agreement No. 2 (the "Assumption Agreement") with Credit Suisse AG, Cayman Islands Branch, as administrative agent, the lenders party thereto and the other parties thereto, which provides additional revolving credit facility commitments under the Company's existing Credit Agreement, dated as of December 10, 2019, as amended, in an aggregate principal amount equal to $200.0 million.

The foregoing description of the Assumption Agreement is not complete and is subject to and qualified in its entirety by the terms of the Assumption Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

Amendment No. 1 to Equity Plan Stockholders Agreement

On January 20, 2021, the Company entered into that certain Amendment No. 1 to Equity Plan Stockholders Agreement (the "Amendment"), with certain security holders of the Company (the "Employee Stockholders"), certain entities affiliated with Yuzhu Shi, and certain entities affiliated with Chau On (the "Chau Entities"), which amends the existing Equity Plan Stockholders Agreement, dated June 26, 2020 (the "Stockholders Agreement"), to, among other things, (i) grant nontransferable "piggyback" registration rights to the Chau Entities with respect to any shares of common stock of the Company to be held by the Chau Entities on substantially similar terms to those granted to the Employee Stockholders under the Stockholders Agreement, and (ii) extend the irrevocable proxy granted to Giant Network Group Co., Ltd. with respect to the shares of common stock of the Company held by the Employee Stockholders on substantially similar terms until the first date on which Giant Network Group Co., Ltd. and its affiliates collectively cease to beneficially own shares representing more than forty percent (40%) of the combined voting power of the issued and outstanding shares of common stock of the Company.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by the terms of the Amendment filed as Exhibit 4.1 to this Current Report on Form 8-K, and the terms of the Stockholders Agreement, which was filed as Exhibit 4.2 to the Company's registration statement on Form S-1 (File No. 333-251484), as amended (the "Registration Statement"), each of which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On January 20, 2021, the Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") and the Company's Amended and Restated Bylaws (the "Bylaws") became effective. The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Certificate of Incorporation and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.2 and 3.4, respectively, to the Registration Statement.

Item 8.01 Other Events.

On January 20, 2021, the Company completed its initial public offering of 79,925,000 shares of its common stock at a price to the public of $27.00 per share, 18,518,500 of which were sold by the Company and 61,406,500 of which were sold by Playtika UK Holding II Limited ("Playtika UK Holding"), which includes the exercise in full by the underwriters of their option to purchase an additional 10,425,000 shares of common stock from Playtika UK Holding. The net proceeds to the Company from the initial public offering were approximately $469.3 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of common stock in the offering by Playtika UK Holding.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number                                    Description

 3.1           Amended and Restated Certificate of Incorporation of Playtika
             Holding Corp.

 3.2           Amended and Restated Bylaws of Playtika Holding Corp.

 4.1           Amendment No. 1 to Equity Plan Stockholders Agreement, dated
             January 20, 2021, among Playtika Holding Corp., certain of its
             stockholders and affiliated parties thereto.

10.1           Incremental Assumption Agreement No. 2, dated as of January 14,
             2021, among Playtika Holding Corp., the lenders party thereto and
             Credit Suisse AG, Cayman Islands Branch, as administrative agent and
             collateral agent and the other parties thereto.

104          Cover page interactive data file (embedded within the Inline XBRL
             document).

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