UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 |
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) | |
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.
Date: August 7, 2020
| TWILIO INC. | ||
| By: | /s/ Khozema Shipchandler | |
| Khozema Shipchandler | ||
| Chief Financial Officer | ||