UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 18, 2021, Twilio Inc. (the “Company”), issued a notice of redemption (the “Redemption Notice”) for all of its outstanding 0.25% Convertible Senior Notes due 2023 (the “Notes”), which were issued pursuant to an Indenture dated as of May 17, 2018 (the “Indenture”), between the Company and Wilmington Trust, National Association, as Trustee. Pursuant to the Redemption Notice, on June 2, 2021 (the “Redemption Date”), the Company will redeem any Notes that have not been converted prior to such date at a redemption price in cash equal to 100% of the principal amount of such Notes, plus accrued and unpaid interest thereon from June 1, 2021 to, but excluding the date that the Company pays such redemption price in full.
The Notes called for redemption may be converted by holders at any time before 5:00 p.m. (New York City time) on June 1, 2021 (the “Conversion Deadline Date”). Each $1,000 principal amount of the Notes is convertible into 14.1040 shares of Class A Common Stock of the Company, plus cash in lieu of fractional share, subject to adjustment under certain circumstances as set forth in the Indenture. The Company has elected to settle any conversions occurring after the date of the Redemption Notice and prior to the Conversion Deadline Date by delivering Class A Common Stock of the Company, plus cash in lieu of any resulting fractional shares (physical settlement).
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: May 18, 2021 | TWILIO INC. | |||||||
| By: | /s/ Khozema Shipchandler |
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| Khozema Z. Shipchandler | ||||||||
| Chief Financial Officer | ||||||||