TWLO · Twilio Inc · Debt

#### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

Issuer evidence: #### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

Supporting evidence: #### The Notes were issued pursuant to an indenture dated March 9, 2021 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated March 9, 2021 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be guaranteed by each of the Company’s domestic subsidiaries that are not immaterial subsidiaries. Initially, none of the Company’s subsidiaries will guarantee the Notes. The 2029 Notes will bear interest at the rate of 3.625% per annum and will mature on March 15, 2029. The 2031 Notes will bear interest at the rate of 3.875% per annum and will mature on March 15, 2031. Interest on the Notes is payable in cash on March 15 and September 15 of each year, beginning on September 15, 2021.

Supporting evidence: #### The Notes were issued pursuant to an indenture dated March 9, 2021 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated March 9, 2021 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be guaranteed by each of the Company’s domestic subsidiaries that are not immaterial subsidiaries. Initially, none of the Company’s subsidiaries will guarantee the Notes. The 2029 Notes will bear interest at the rate of 3.625% per annum and will mature on March 15, 2029. The 2031 Notes will bear interest at the rate of 3.875% per annum and will mature on March 15, 2031. Interest on the Notes is payable in cash on March 15 and September 15 of each year, beginning on September 15, 2021.

Supporting evidence: #### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

#### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

Issuer evidence: #### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

Supporting evidence: #### The Notes were issued pursuant to an indenture dated March 9, 2021 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated March 9, 2021 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be guaranteed by each of the Company’s domestic subsidiaries that are not immaterial subsidiaries. Initially, none of the Company’s subsidiaries will guarantee the Notes. The 2029 Notes will bear interest at the rate of 3.625% per annum and will mature on March 15, 2029. The 2031 Notes will bear interest at the rate of 3.875% per annum and will mature on March 15, 2031. Interest on the Notes is payable in cash on March 15 and September 15 of each year, beginning on September 15, 2021.

Supporting evidence: #### The Notes were issued pursuant to an indenture dated March 9, 2021 (the “Base Indenture”) between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture dated March 9, 2021 (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will be guaranteed by each of the Company’s domestic subsidiaries that are not immaterial subsidiaries. Initially, none of the Company’s subsidiaries will guarantee the Notes. The 2029 Notes will bear interest at the rate of 3.625% per annum and will mature on March 15, 2029. The 2031 Notes will bear interest at the rate of 3.875% per annum and will mature on March 15, 2031. Interest on the Notes is payable in cash on March 15 and September 15 of each year, beginning on September 15, 2021.

Supporting evidence: #### On March 4, 2021, Twilio Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (collectively, the “Underwriters”), to issue and sell $1.0 billion aggregate principal amount of senior notes, consisting of $500.0 million principal amount of 3.625% notes due 2029 (the “2029 Notes”) and $500.0 million principal amount of 3.875% notes due 2031 (the “2031 Notes,” and together with the 2029 Notes, the “Notes”). The Underwriting Agreement includes customary representations, warranties, conditions and covenants, including an agreement to indemnify the Underwriters against certain liabilities.

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;

Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2021 (this “**Supplemental Indenture**”), to the Indenture dated as of March 9, 2021 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “**Base Indenture**” and, as amended, modified and supplemented by this Supplemental Indenture, the “**Indenture**”), by and between Twilio Inc. (the “**Company**”), and U.S. Bank National Association, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;

Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;

WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;

Issuer evidence: FIRST SUPPLEMENTAL INDENTURE, dated as of March 9, 2021 (this “**Supplemental Indenture**”), to the Indenture dated as of March 9, 2021 (as amended, modified or supplemented from time to time in accordance therewith, other than with respect to a particular series of debt securities, the “**Base Indenture**” and, as amended, modified and supplemented by this Supplemental Indenture, the “**Indenture**”), by and between Twilio Inc. (the “**Company**”), and U.S. Bank National Association, as trustee (the “**Trustee**”).

Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;

Supporting evidence: WHEREAS, the Company has duly authorized the execution and delivery, and desires and has requested the Trustee to join it in the execution and delivery, of this Supplemental Indenture in order to establish and provide for the issuance by the Company of a series of Notes designated as its 3.625% Senior Notes due 2029 (the “**Initial 2029 Notes**”) in an aggregate principal amount of $500,000,000 and a series of Notes designated as its 3.875% Senior Notes due 2031 (the “**Initial 2031 Notes**” and, together with the Initial 2029 Notes, the “**Initial Notes**”) in an aggregate principal amount of $500,000,000, on the terms set forth herein;