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Twitter Prices $1.25 Bln Of Principal Amount Of 0% Convertible Senior Notes Due 2026

Twitter Inc. (TWTR) said that it has priced $1.25 billion of aggregate principal amount of 0% convertible senior notes due 2026 in a private placement to qualified institutional buyer.

Twitter also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $187.5 million aggregate principal amount of the notes, to cover over-allotments, if any.

The sale of the notes to the initial purchasers is expected to settle on March 4, 2021 and is expected to result in about $1.24 billion in net proceeds to Twitter after deducting the initial purchasers' discount and estimated offering expenses payable by Twitter.

The notes will be senior, unsecured obligations of Twitter. The notes will not bear interest, and the principal amount of the notes will not accrete. The notes will mature on March 15, 2026, unless earlier repurchased or converted.

Twitter expects to use about $45.5 million of the net proceeds from this offering to pay the cost of the convertible note hedge transactions, and the remaining proceeds to pay any amounts due upon conversion or at maturity of its 1.00% Convertible Senior Notes due 2021 and for general corporate purposes, including capital expenditures, working capital and potential acquisitions.

The initial conversion rate for the notes is 7.6905 shares of common stock per $1,000 principal amount of notes. Prior to the close of business on the business day immediately preceding December 15, 2025, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods.

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