Twitter begins change-of-control offers for any and all 3 7/8%, 5% senior notes

By Wendy Van Sickle

Columbus, Ohio, Oct. 31 – Twitter, Inc. began change-of-control offers to purchase for cash any and all of its $700 million of outstanding 3 7/8% senior notes due Dec. 15, 2027 (Cusips: 90184LAG7 and U8882PAA5) and $1 billion of outstanding 5% senior notes due March 1, 2030 (Cusips: 90184LAP7 and U8882PAB3), according to an offer document.

The offers are in connection with the acquisition of the company by Elon Musk, which event resulted in a change of control and is expected to result in a change-of-control triggering event under the notes.

The purchase price is 101 plus accrued interest.

The offers expire at 11:59 p.m. ET on Nov. 28.

Tenders may be withdrawn at any time before the expiration time.

Settlement is expected on Nov. 30.

In order to constitute a change-of-control triggering event, a change of control must be accompanied or followed by a downgrade of the relevant series of notes within a specified period by each of Moody’s Investors Service and S&P Global Ratings and the rating of such series on any day during the ratings decline period must be below the lower of the rating in effect immediately preceding the first public announcement of the change of control and the rating on the issue date of the notes.

The ratings decline period begins on the earlier of the date of the first public announcement of the change of control or of the intention by the company or a stockholder to effect a change of control or the occurrence of such change of control. The period ends on the 60th calendar day after the consummation of the change of control, provided that the date will be extended as long as the rating of the relevant series of notes is under publicly announced consideration for downgrade.

Twitter said it expects that the rating of each series of notes will be downgraded shortly following the merger and is making the offers in order to satisfy its obligations under each indenture.

Neither offer is conditioned on a minimum tender amount. Both offers are conditioned on a ratings decline occurring within the specified period.

If holders tender at least 90% of a series of notes under the offer, the company will have the right to redeem all notes left outstanding under that series at 101 plus interest.

D.F. King & Co., Inc. (212 269-5550, 800 949-2583 or twtr@dfking.com) is the information and tender agent.

Twitter is a San Francisco-based free online social networking microblogging service.

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