Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On November 2, 2020, Twilio Inc. ("Twilio") completed its previously announced
acquisition of Segment.io, Inc., a Delaware corporation (the "Company"),
pursuant to the terms of an Agreement and Plan of Reorganization, dated as of
October 12, 2020 (the "Merger Agreement"), with the Company, Scorpio Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Twilio ("Merger
Sub"), and Shareholder Representative Services LLC, a Colorado limited liability
company, solely in its capacity as the representative of certain Company
securityholders.
The acquisition was accomplished by the merger of Merger Sub with and into the
Company (the "Merger"), and upon consummation of the Merger, Merger Sub ceased
to exist and the Company became a wholly owned subsidiary of Twilio.
Upon consummation of the transactions contemplated by the Merger Agreement (the
"Closing"), all outstanding shares of Company capital stock, restricted stock
units representing the right to receive shares of Company capital stock, options
to purchase shares of Company capital stock and warrants to purchase shares of
Company capital stock, in each case other than as set forth in the following
proviso, were cancelled in exchange for the right to receive an aggregate of
9,522,489 shares of Class A Common Stock of Twilio, par value $0.001 per share
("Twilio Class A Common Stock") (the "Stock Consideration"); provided, that
(a) shares of Company capital stock held by unaccredited stockholders, vested
restricted stock units representing the right to receive shares of Company
capital stock, and certain vested options to purchase shares of Company capital
stock were cancelled in exchange for the right to receive an aggregate amount in
cash equal to approximately $335,258,445 in lieu of shares of Twilio Class A
Common Stock, (b) certain vested and unvested options to purchase shares of
Company capital stock and unvested restricted stock units representing the right
to receive shares of Company capital stock, in each case, held by employees of
the Company who became, upon Closing, employees of Twilio or any of its
subsidiaries have been assumed by Twilio and became vested and unvested options,
as applicable, to purchase 1,030,638 shares of Twilio Class A Common Stock and
unvested restricted stocks units representing the right to receive 158,748
shares of Twilio Class A Common Stock, as the case may be, and (c) all other
outstanding unvested options to purchase shares of Company capital stock and all
other outstanding unvested restricted stock units representing the right to
receive shares of Company capital stock were cancelled for no consideration. A
portion of the aggregate consideration payable to certain of the Company
securityholders is being held in escrow (a) to secure certain indemnification
obligations of such Company securityholders and (b) in connection with certain
post-closing purchase price adjustment mechanisms. In addition, Twilio has
established a retention pool in an aggregate amount of approximately $40,000,000
in the form of restricted stock units covering shares of Twilio Class A Common
Stock that will be granted to certain Company employees in accordance with the
terms of the Merger Agreement.
Twilio issued the Stock Consideration described herein in reliance upon the
exemptions from registration afforded by Section 4(a)(2) and Rule 506
promulgated under the Securities Act of 1933, as amended.
The foregoing summary of the Merger Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Merger Agreement, which will be filed as an
exhibit on the earlier to be filed of (i) Twilio's Annual Report on Form 10-K
for the year ending December 31, 2020 and (ii) the Resale Registration Statement
on Form S-3 covering the resale of the Stock Consideration.
On November 2, 2020, Twilio issued a press release announcing the Closing. The
press release is furnished herewith as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit Description
99.1 Press Release dated November 2, 2020
104 Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 1.01)
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