SAN FRANCISCO, March 9, 2020 /PRNewswire/ -- Twitter, Inc.
(NYSE: TWTR) today announced that Silver
Lake, a global leader in technology investing, will make a
$1 billion investment in Twitter.
Twitter also entered into a Cooperation Agreement with Elliott
Management Corporation ("Elliott"), an investment firm whose
affiliated funds own approximately 4% percent of the Company's
common stock and economic equivalents. The Company expects to use
Silver Lake's investment, together
with cash on hand, to fund a $2
billion share repurchase program that will be executed over
time.
In connection with the investment and the Cooperation Agreement, Egon Durban, co-CEO and managing
partner of Silver Lake, and
Jesse Cohn, partner at Elliott, will
be appointed to the Twitter Board of Directors. In addition, the
Twitter Board will continue the process of identifying a third new
independent director, focusing on candidates that reflect the
diversity of the Twitter service and also possess deep technology
and AI expertise.
Patrick Pichette, lead
independent director of the Twitter Board, said, "Twitter has undergone
remarkable change over the last several years. We are deeply proud
of our accomplishments and confident we are on the right path with
Jack's leadership and the executive team. As a Board, we regularly
review and evaluate how Twitter is run, and while our CEO structure
is unique, so is Jack and so is
this Company. To continue to ensure
strong governance, we are pleased to create a temporary Board
committee that will build on our regular evaluation of Twitter's
leadership structure. This committee, which I will chair, will
provide a fresh look at our various structures, and report the
findings to our Board on an ongoing basis. In an environment where
certainty is scarce, I can say with certainty that today we have
taken steps to meaningfully strengthen what is already a
world-class Board."
Twitter will further strengthen the Board through the additions
of Mr. Durban and Mr. Cohn. As one
of the most respected technology investors in the world, Mr. Durban
brings unparalleled operational knowledge in technology. Mr. Cohn is one of the most prominent active
investors in public technology companies and brings outstanding
industry, capital markets, and governance experience. The Company
is also looking to appoint a third new independent director with
technology expertise in the near term.
Jack Dorsey, co-founder and CEO,
said, "Twitter serves the public conversation, and our purpose has
never been more important. Silver
Lake's investment in Twitter is a strong vote of confidence
in our work and our path forward. They are one of the most
respected voices in technology and finance and we are fortunate to
have them as our new partner and as a member of our Board. We
welcome the support of Egon and Jesse, and look forward to their
positive contributions as we continue to build a service that
delivers for customers, and drives value for stakeholders."
Egon Durban, co-CEO and managing partner of Silver Lake said, "Twitter's revolutionary
platform is a cornerstone of the public discourse. We are impressed
by Jack's tireless work over the last few years to solidify the
leadership team, improve the product and strengthen the Company. We
are excited to partner with Twitter as an investor and a member of
the Board. Jack is a visionary
leader, and a critical force behind Twitter's ongoing evolution and
growth. I look forward to working alongside the entire Board and
the executive team to drive Twitter's long-term innovation and
success."
Jesse Cohn, partner at Elliott
Management, said, "Twitter is one of the most important platforms
in the global dialogue, and one of the most innovative and unique
technology companies in the world. We are pleased to have worked
collaboratively with Twitter on this constructive engagement. We
invested in Twitter because we see a significant opportunity for
value creation at the Company. I am looking forward to working with
Jack and the Board to help contribute to realizing Twitter's full
potential."
Twitter also shared its ambitions for two metrics which are
important measures of the Company's progress. The ambition in 2020
and beyond is to grow mDAU at 20% or more, and looking beyond 2020,
to accelerate revenue growth on a year-over-year basis and gain share in the
digital advertising market as Twitter continues to invest to drive
growth. More details on these ambitions will be shared at an
analyst day in the fall of 2020.
Twitter is also reinforcing its commitment to impartiality in
the development and enforcement of its policies and rules. As such,
per the terms of the Cooperation
Agreement, neither Elliott nor Silver
Lake, will comment on or influence, or attempt to influence,
directly or indirectly, any Twitter policies or rules, or policy or
rule enforcement decisions, related to the Twitter platform.
Elliott and Silver Lake further
commit to, and emphasize the
importance of, maintaining the
independence and impartiality of the Twitter platform and its rules
and enforcement.
Silver Lake Partnership with Twitter
Silver Lake's mission is to
build and grow great companies by partnering with world-class
management teams. Leveraging insights from a global portfolio and
deep technology experience, upon invitation by the Company, Silver
Lake and its team of operating professionals will
collaborate with Twitter on various operational initiatives with
primary focus on accelerating growth and product innovation.
Silver Lake agreed to purchase
$1 billion in aggregate principal
amount of the Company's 0.375% Convertible Senior Notes due 2025.
Details of the notes, and the related agreements, will be filed on
Form 8-K with the Securities and Exchange Commission. Silver Lake also offered to provide the
Company with certain advisory, strategic and consulting
services.
Share Repurchase Program
The Company will use the proceeds of the Silver Lake investment, as well as cash on
hand, to repurchase up to $2 billion
of its own shares over time.
Management Structure Committee of the Board
The Board has formed an independent five-person committee that
will build on the Board's regular evaluation of Twitter's
leadership structure. Mr. Pichette will be the Committee's chair. Two additional
independent current board members, along with Mr. Durban and Mr. Cohn, will comprise this committee. The
Committee will also evaluate the CEO succession plan with the CEO
and make recommendations consistent with corporate governance best
practices with respect to the elimination of the Company's
staggered board. The Committee will report on its evaluation
to the Board any considerations or recommended changes and will
conclude its work and share the results publicly before the end of
the year.
Cooperation Agreement
The full Cooperation Agreement between Twitter and Elliott will
be filed on a Form 8-K with the Securities and Exchange Commission.
Elliott and certain of its affiliates have also agreed to a
customary standstill, voting and other provisions until one month
before notices of director nominations are due in connection with
the Company's 2021 Annual Meeting of Stockholders.
Advisors
Goldman Sachs & Co. LLC and Allen & Company LLC are
serving as financial advisors to Twitter and Wilson Sonsini Goodrich & Rosati is serving
as legal counsel. Goldman Sachs also served as financial advisor to
Twitter for Silver Lake's
convertible investment.
About Egon Durban
Mr. Durban joined Silver Lake in 1999 as a founding principal
and is Co-CEO and managing partner. He serves as Chairman of
Endeavor Group Holdings and on the boards of directors of leading global public
companies, including Dell
Technologies, Motorola Solutions and VMware.
Previously, he served on the board of Skype, and was Chairman of
its operating committee, served on the supervisory board and
operating committee of NXP, and on the board of MultiPlan. Mr.
Durban currently serves on the
Business Council and Business Roundtable. Prior to Silver Lake, he worked in Morgan Stanley's
Investment Banking Division. Mr. Durban graduated from Georgetown University with a B.S.B.A. in
Finance.
About Jesse Cohn
Jesse Cohn is an Equity Partner,
Senior Portfolio Manager, the Head of U.S. Equity Activism, and a
member of the Management Committee at Elliott Management
Corporation. Mr. Cohn's primary responsibility is to manage public
and private U.S. equity efforts. Mr. Cohn also spends considerable
time focusing on Elliott's technology investments and is currently
a director of eBay and Citrix as well as numerous private
companies. Mr. Cohn is a member of the Advisory Board at the
Harvard Law School Program on Corporate Governance. Prior to
Elliott, he worked in Morgan Stanley's Investment Banking Division.
Mr. Cohn earned his B.S. in Economics from the University of Pennsylvania's Wharton School of
Business, from which he graduated summa cum laude.
About Twitter, Inc. (NYSE: TWTR)
Twitter is what's happening in the world and what people are
talking about right now. From breaking news and entertainment to
sports, politics, and everyday interests, see every side of the
story. Join the open conversation. Watch live-streaming events.
Available in more than 40 languages around the world, the service
can be accessed via twitter.com, an array of mobile devices, and
SMS. For more information, please visit about.twitter.com, follow
@Twitter, and download both the Twitter and Periscope apps at
twitter.com/download and periscope.tv.
About Silver Lake
Silver Lake is the global
leader in technology investing, with over $43 billion in combined assets under management
and committed capital and a team of approximately 100 investment
and operating professionals located in Silicon Valley, New York, London and Hong
Kong. Silver Lake's
portfolio of investments collectively generates more than
$230 billion of revenue annually and
employs 370,000 people globally. For more information about
Silver Lake and its portfolio,
please visit www.silverlake.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements generally relate to future events or Twitter's future
financial or operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
"may," "will," "should," "expects," "plans," "anticipates," "going
to," "could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential," or "continue," or
the negative of these words or other similar terms or expressions
that concern Twitter's expectations, strategy, priorities, plans,
or intentions. Forward-looking statements in this press release
include, but are not limited to, statements regarding Twitter's
future financial and operating performance, including its ambitions
regarding growth of mDAU and revenue and share of the digital
advertising market; the identification and appointment of a new
independent director; Twitter's anticipated strategies and growth;
and the work of the board committee in evaluating Twitter's
leadership structure. Twitter's expectations and beliefs regarding
these matters may not materialize, and actual results in future
periods are subject to risks and uncertainties that could cause
actual results to differ materially from those projected. These
risks include the possibility that: Twitter's user base and
engagement do not grow or decline; Twitter's strategies,
priorities, or plans take longer to execute than anticipated;
Twitter's new products and product features do not meet
expectations and fail to drive mDAU growth; advertisers reduce or
discontinue their spending on Twitter; data partners reduce or
discontinue their purchases of data licenses from Twitter; Twitter
is unable to timely identify a new independent director; Twitter
experiences expenses that exceed its expectations; the scope and
impact of the recent outbreak of the coronavirus referred to as
COVID-19 negatively impacts Twitter's operations and revenue. The
forward-looking statements contained in this press release are also
subject to other risks and uncertainties, including those more
fully described in Twitter's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019
as filed with the Securities and Exchange Commission. The
forward-looking statements in this press release are based on
information available to Twitter as of the date hereof, and Twitter
disclaims any obligation to update any forward-looking statements,
except as required by law.
Contacts
Investors:
Cherryl
Valenzuela
ir@twitter.com
Press:
Brandon
Borrman
press@twitter.com
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SOURCE Twitter, Inc.