Twitter : Current report filing

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): December 2, 2019

Twitter, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36164	20-8913779
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
	1355 Market Street, Suite 900
	San Francisco, California 94103
	(Address of principal executive offices, including zip code)
	[phone]
	(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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading		Name of each exchange
	Symbol(s)		on which registered
Common Stock, par value $0.000005 per share		TWTR		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.

On December 2, 2019, Twitter, Inc. (the "Company") issued a press release announcing that it proposes to offer approximately $600 million aggregate principal amount of senior unsecured notes. A copy of the press release is attached as Exhibit 99.1.

On October 29, 2019, a putative class action (captioned Hasan v. Twitter, Inc., et al.) was filed in the U.S. District Court for the Northern District of California against the Company and certain of the Company's officers alleging violations of securities laws in connection with the Company's announcements that it had discovered and taken steps to remediate issues related to certain user settings designed to target advertising that were not working as expected and seeking unspecified damages. The Company disputes the claims and intends to defend the lawsuit vigorously.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No. Description

99.1Press Release, dated December 2, 2019, announcing offering of senior unsecured notes.

104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWITTER, INC.

By: /s/ Ned Segal

Ned Segal

Chief Financial Officer

Date: December 2, 2019

Exhibit 99.1

December 2, 2019

Twitter, Inc. Announces Proposed $600 Million Senior Unsecured Notes Offering

SAN FRANCISCO, Calif. - Twitter, Inc. (NYSE: TWTR) today announced its intention to offer, subject to market conditions and other factors,

$600 million aggregate principal amount of senior unsecured notes due in 2027 (the "notes") in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act").

The notes will be unsecured, senior obligations of Twitter, and interest will be payable semi-annually in arrears. The interest rate and other terms of the notes are to be determined through negotiations between Twitter and the initial purchasers.

Twitter intends to use the net proceeds from this offering for general corporate purposes, which may include capital expenditures, investments, repayment of debt, working capital and potential acquisitions and strategic transactions. From time to time Twitter evaluates potential strategic transactions and acquisitions of businesses, technologies or products. Currently, however, Twitter does not have any agreements with respect to any such material strategic transactions or acquisitions.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful. The notes have not been and will not be registered under the Act or the securities laws of any jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

Press:

Giovanna Falbo [e-mail]