secwatch / observer
8-K filed October 31, 2022, 7:59 PM ET CIK 0001418091
M&A confidence high sentiment neutral materiality 1.00

TWITTER, INC.: M&A transaction — Elon Musk completes $44B acquisition of Twitter; stock delisted, shareholders get $54.20/shr

TWITTER, INC.

item 1.01item 1.02item 2.01item 3.01item 3.03item 5.01item 5.03item 5.02item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Elon Musk

Sole Director
TWITTER, INC.
Effective
2022-10-27
Filed
October 31, 2022, 7:59 PM ET
Mr. Musk became the sole director of Twitter.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Elon Musk was appointed as Sole Director at TWITTER, INC..

Action
became
Role
Sole Director
Exact text from the filing
Mr. Musk became the sole director of Twitter.
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

TWITTER, INC. underwent a change of control involving X Holdings I, Inc. for $54.20 per share in cash (closed 2022-10-27).

Action
change of control
Counterparty
X Holdings I, Inc.
Consideration
$54.20 per share in cash
Closing
2022-10-27
Exact text from the filing
issued and outstanding share of Twitter’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $54.20 in cash, without interest (the “Merger Consideration”). er’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TWITTER, INC. amended 2024 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).

Action
amendment
Agreement
notes offering
Counterparty
U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee
Effective
2022-10-27
Exact text from the filing
the first supplemental indenture, dated as of October 27, 2022 (the “2024 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of June 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”);
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.7

TWITTER, INC. terminated a notes offering.

Action
termination
Agreement
notes offering
Exact text from the filing
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.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TWITTER, INC. amended 2026 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).

Action
amendment
Agreement
notes offering
Counterparty
U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee
Effective
2022-10-27
Exact text from the filing
the first supplemental indenture, dated as of October 27, 2022 (the “2026 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of March 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”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TWITTER, INC. terminated Revolving Credit Agreement, dated August 7, 2018 with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto.

Action
termination
Agreement
credit facility
Counterparty
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto
Exact text from the filing
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 August 7, 2018, by and among JPMorgan Chase Bank, N.A., as administrative agent, Twitter, as borrower, and the lenders from time to time party thereto.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TWITTER, INC. amended 2025 Convertible Notes First Supplemental Indenture with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (effective 2022-10-27).

Action
amendment
Agreement
notes offering
Counterparty
U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee
Effective
2022-10-27
Exact text from the filing
the first supplemental indenture, dated as of October 27, 2022 (the “2025 Convertible Notes First Supplemental Indenture”), to the indenture, dated as of March 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”);
View on SEC.gov

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Source: SEC EDGAR
accession 0001193125-22-272772
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