Item 1.01 Entry into a Material Definitive Agreement.
On
• the first supplemental indenture, dated as ofOctober 27, 2022 (the "2024 Convertible Notes First Supplemental Indenture"), to the indenture, dated as ofJune 11, 2018 , by and between Twitter and the Trustee (the "2024 Convertible Notes Base Indenture" and, together with the 2024 Convertible Notes First Supplemental Indenture, the "2024 Convertible Notes Indenture"), relating to Twitter's 0.25% Convertible Senior Notes due 2024 (the "2024 Convertible Notes"); • the first supplemental indenture, dated as ofOctober 27, 2022 (the "2025 Convertible Notes First Supplemental Indenture"), to the indenture, dated as ofMarch 12, 2020 , by and between Twitter and the Trustee (the "2025 Convertible Notes Base Indenture" and, together with the 2025 Convertible Notes First Supplemental Indenture, the "2025 Convertible Notes Indenture"), relating to Twitter's 0.375% Convertible Senior Notes due 2025 (the "2025 Convertible Notes"); and • the first supplemental indenture, dated as ofOctober 27, 2022 (the "2026 Convertible Notes First Supplemental Indenture"), to the indenture, dated as ofMarch 4, 2021 , by and between Twitter and the Trustee (the "2026 Convertible Notes Base Indenture" and, together with the 2026 Convertible Notes First Supplemental Indenture, the "2026 Convertible Notes Indenture"), relating to Twitter's 0% Convertible Senior Notes due 2026 (the "2026 Convertible Notes" and, together with the 2024 Convertible Notes and the 2025 Convertible Notes, the "Convertible Notes").
As a result of the Merger, and pursuant to the 2024 Convertible Notes First
Supplemental Indenture, the 2025 Convertible Notes First Supplemental Indenture
and the 2026 Convertible Notes First Supplemental Indenture, from and after the
effective time of the Merger, the Convertible Notes are no longer convertible
into shares of Twitter's common stock. Rather, the right to convert each
Item 1.02 Termination of a Material Definitive Agreement.
Termination of the Credit Agreement
In connection with the Merger, Twitter is terminating all commitments and
repaying in full all outstanding obligations due under the Revolving Credit
Agreement, dated
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Termination of Call Spread Transactions
In connection with the closing of the Merger, termination agreements have been entered into with respect to the bond hedge and warrant transactions previously entered into by Twitter in connection with the Convertible Notes.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On
In addition, with respect to Twitter's equity-based awards (other than stock options, which are described below), pursuant to the terms of the Merger Agreement, at the effective time of the Merger:
• Each outstanding equity-based award, to the extent vested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of Twitter's common stock then subject to the then-vested portion of such equity-based award (and with respect to any vested equity-based awards subject to performance vesting conditions, calculated based on the achievement of the applicable performance metrics at the level of performance at which such equity-based award vested in accordance with its terms). • Each outstanding equity-based award, to the extent not vested, was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (1) the amount of the Merger Consideration by (2) the total number of shares of Twitter's common stock subject to the then-unvested portion of such equity-based award (and with respect to any unvested equity-based awards subject to performance vesting conditions, calculated based on the achievement of the applicable performance metrics at the target level of performance). Such cash amount will, subject to the holder's continued service with Parent and its affiliates (including Twitter) through the applicable vesting dates, vest and be payable in accordance with the existing vesting schedule and other terms and conditions of such equity-based award (other than performance-based vesting conditions).
With respect to Twitter's stock options, pursuant to the terms of the Merger Agreement, at the effective time of the Merger:
• Each outstanding stock option, to the extent vested, was canceled and
converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (1) the excess, if any, of the amount of the Merger Consideration over the exercise price per share of Twitter's common stock underlying such stock option by (2) the total . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference.
Item 5.01 Change in Control of Registrant.
As a result of the consummation of the Merger, a change in control of Twitter occurred. Following the consummation of the Merger, Twitter became a wholly owned subsidiary of Parent.
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the effective time of the Merger, the certificate of incorporation and bylaws of Twitter were amended and restated in accordance with the terms of the Merger Agreement. The amended and restated certificate of incorporation and the amended and restated bylaws of Twitter are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference.
Item 8.01. Other Events.
On
In connection with the consummation of the Merger, the Notes were also secured equally and ratably with (or prior to) the secured indebtedness that was issued in connection with the Merger with respect to collateral that was pledged to secure such new indebtedness by Twitter. Any Notes that remain outstanding following the consummation of the Change of Control Offer will continue to benefit from such security.
The closing of the Merger will constitute a "Fundamental Change" and "Make-Whole Fundamental Change" under each of the Convertible Notes Indentures. Twitter will offer to repurchase the Convertible Notes as required by the terms of the Convertible Notes Indentures.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, datedApril 25, 2022 , by and amongTwitter, Inc. ,X Holdings I, Inc. ,X Holdings II, Inc. , and, solely for the purposes of certain sections,Elon R. Musk (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Twitter onApril 26, 2022 ).* 3.1 Amended and Restated Certificate of Incorporation ofTwitter, Inc. 3.2 Amended and Restated Bylaws ofTwitter, Inc. 4.1 First Supplemental Indenture, datedOctober 27, 2022 , to the Indenture, datedJune 11, 2018 , by and betweenTwitter, Inc. andU.S. Bank Trust Company, National Association (as successor in interest toU.S. Bank National Association ). 4.2 First Supplemental Indenture, datedOctober 27, 2022 , to the Indenture, datedMarch 12, 2020 , by and betweenTwitter, Inc. andU.S. Bank Trust Company, National Association (as successor in interest toU.S. Bank National Association ). 4.3 First Supplemental Indenture, datedOctober 27, 2022 , to the Indenture, datedMarch 4, 2021 , by and betweenTwitter, Inc. andU.S. Bank Trust Company, National Association (as successor in interest toU.S. Bank National Association ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
Twitter will furnish supplementally a copy of any omitted schedule or exhibit
to the
Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any
schedules or exhibits so furnished.
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