Item 1.01 Entry into a Material Definitive Agreement.
Underwritten Public Offering of Common Stock
On August 6, 2020, Twilio Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC, Goldman Sachs & Co. LLC, and BofA Securities, Inc., as
representatives of the underwriters (the "Underwriters") to issue and sell
5,060,729 shares of Class A common stock, par value $0.001 per share (the
"Common Stock"), of the Company in a public offering pursuant to a Registration
Statement on Form S-3 (File No. 333-231794) (the "Registration Statement") and a
related prospectus, including the related prospectus supplement, filed with the
Securities and Exchange Commission (the "Offering"). In addition, the Company
granted the Underwriters an option to purchase, for a period of 30 calendar days
from August 6, 2020, up to an additional 759,109 shares of Common Stock.
Pursuant to the Underwriting Agreement, the Underwriters have agreed to purchase
the shares of Common Stock from the Company at a price of $242.06 per share. The
Company estimates that the net proceeds from the Offering will be approximately
$1.2 billion, or approximately $1.4 billion if the Underwriters exercise in full
their option to purchase the additional shares of Common Stock, after deducting
underwriting discounts and estimated offering expenses. All of the shares in the
offering are being sold by the Company. The Underwriting Agreement is filed as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The Offering is expected to close on or about August 11, 2020, subject to
customary closing conditions. In connection with the Offering, the legal opinion
as to the legality of the Common Stock sold is being filed as Exhibit 5.1 to
this Current Report on Form 8-K and is incorporated herein and into the
Registration Statement by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of August 6, 2020, by and among
Twilio Inc. and J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
Goldman Sachs & Co. LLC, and BofA Securities, Inc., as representatives
of the underwriters.
5.1 Opinion of Goodwin Procter LLP
23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
104 Cover Page Interactive Data File (formatted as Inline Extensible
Business Reporting Language)
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