Twilio Announces Launch of Offering of $1.25 Billion of Its Class A Common Stock

Twilio Inc. (NYSE: TWLO), the leading cloud communications platform, today announced that it has commenced an underwritten public offering of $1.25 billion of shares of its Class A common stock. All of the shares of Class A common stock to be sold in the offering will be offered by Twilio. In addition, Twilio expects to grant the underwriters a 30-day option to purchase up to an additional $187.5 million of shares of its Class A common stock at the public offering price, less underwriting discounts and commissions. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Twilio intends to use the net proceeds from this offering for general corporate purposes, which may include the acquisition of other companies or businesses, the refinancing or repayment of debt, capital expenditures, working capital and share repurchases.

J.P. Morgan is acting as lead book-running manager for the offering. Morgan Stanley, Goldman Sachs and BofA Securities are acting as joint book-running managers for the offering. Academy Securities and Siebert Williams Shank are acting as co-managers for the offering.

A registration statement (including a base prospectus) and a preliminary prospectus supplement relating to these securities have been filed with the Securities and Exchange Commission (the “SEC”). The registration statement became effective on May 29, 2019. The offering is being made only by means of a prospectus supplement (including the accompanying base prospectus), copies of which may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, or email: prospectus-eq_fi@jpmchase.com; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, or email: prospectus-ny@ny.email.gs.com or BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification of these securities under the securities laws of any such state or jurisdiction.

About Twilio

Millions of developers around the world have used Twilio to unlock the magic of communications to improve any human experience. Twilio has democratized communications channels like voice, text, chat, video and email by virtualizing the world’s communications infrastructure through APIs that are simple enough for any developer to use, yet robust enough to power the world’s most demanding applications. By making communications a part of every software developer's toolkit, Twilio is enabling innovators across every industry — from emerging leaders to the world’s largest organizations — to reinvent how companies engage with their customers.

Forward-Looking Statements

Except for historical information, certain statements in this press release, including statements regarding completion, timing, size and use of proceeds of the proposed public offering, are forward-looking in nature and are subject to risks, uncertainties and assumptions about us, including, without limitation, risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Twilio’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Twilio makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Twilio’s business in general, please refer to Twilio’s preliminary prospectus supplement filed with the SEC on August 5, 2020, including the documents incorporated by reference therein, which includes its Annual Report on Form 10-K filed with the SEC on March 2, 2020, its Quarterly Reports on Form 10-Q filed with the SEC on May 7, 2020 and August 4, 2020, and its subsequent periodic reports filed with the SEC.

Source: Twilio Inc.

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