Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The net proceeds from the offering of the Notes were approximately
The offering of the Notes was made pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-231794) and a related prospectus, including
a prospectus supplement, filed with the
The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto, and incorporated herein by reference.
Indenture
The Notes were issued pursuant to an indenture dated
The Company may at its election redeem all or a part of the 2029 Notes on or
after
The Company may at its election redeem all or a part of the 2031 Notes on or
after
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Upon a change of control triggering event, as defined in the Indenture, the Company will be required, subject to certain exceptions, to make an offer to purchase each series of Notes at a purchase price equal to 101% of the principal amount of such Notes on the date of repurchase, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Notes are the Company's unsecured general obligations and will rank senior in right of payment to any subordinated indebtedness that the Company may incur in the future and equally in right of payment with all of the existing and future unsecured and unsubordinated indebtedness of the Company.
The Indenture contains restrictive covenants relating to limitations on the Company's and its subsidiaries' ability to: (i) create liens on certain assets to secure debt; (ii) grant a subsidiary guarantee of certain debt without also providing a guarantee of the Notes; and (iii) consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of the Company's assets to, another person, subject, in each case, to certain exceptions.
The Indenture contains customary terms that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 30% in aggregate principal amount of the Notes of a series then outstanding may declare the principal of such Notes and any accrued and unpaid interest through the date of such declaration immediately due and payable. In the case of certain events of bankruptcy or insolvency relating to the Company or its significant subsidiaries, the principal amount of such Notes together with any accrued and unpaid interest through the occurrence of such event shall automatically become and be immediately due and payable.
The above descriptions of the Indenture and the Notes are qualified in their entirety by reference to the Base Indenture and the Supplemental Indenture (including the forms of the 2029 Notes and the 2031 Notes included therein). A copy of the Base Indenture, the Supplemental Indenture and the form of the 2029 Notes and the 2031 Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K.
A copy of the opinion of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct financial obligation.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 1.1 Underwriting Agreement, dated as ofMarch 4, 2021 , by and betweenTwilio Inc. andJ.P. Morgan Securities LLC . 4.1 Indenture, dated as ofMarch 9, 2021 , by and betweenTwilio Inc. andU.S. Bank National Association , as Trustee. 4.2 First Supplemental Indenture, dated as ofMarch 9, 2021 , betweenTwilio Inc. andU.S. Bank National Association , as Trustee. 4.3 Form of 2029 Note (included in Exhibit 4.2). 4.4 Form of 2031 Note (included in Exhibit 4.2). 5.1 Opinion ofCooley LLP . 23.1 Consent ofCooley LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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