RALEIGH, N.C., March 7, 2019 /PRNewswire/ -- Bandwidth Inc.
(NASDAQ: BAND), a software company focused on communications for
the enterprise, today announced that on March 6, 2019 the company priced its upsized
underwritten public offering of 2,500,000 shares of its Class A
common stock at a price of $54.25 per
share. The offering was upsized from the previously announced
offering size of 2,250,000 shares of Class A common stock. The
underwriters in the offering will have a 30-day option to purchase
up to an additional 375,000 shares of Class A common stock. The
consummation of the offering is subject to customary closing
conditions.
Bandwidth intends to use the net proceeds from the offering for
general corporate purposes.
Morgan Stanley & Co LLC, J.P. Morgan Securities LLC, KeyBanc
Capital Markets Inc. and Robert W. Baird & Co. Incorporated
will act as book-running managers for the proposed offering.
Canaccord Genuity LLC and JMP Securities LLC will act as
co-managers.
Important Information
The securities described above are being offered by Bandwidth
pursuant to a shelf registration statement on Form S-3 (No.
333-228939), including a base prospectus, that was previously filed
by Bandwidth with the Securities and Exchange Commission ("SEC")
and declared effective on February 4,
2019. The offering will be made only by means of a written
prospectus supplement and the accompanying prospectus that form
part of the registration statement. A prospectus supplement related
to the offering and accompanying prospectus will be filed with the
SEC and will be available on the SEC's website located at
http://www.sec.gov.
When available, copies of the prospectus and the accompanying
prospectus relating to these securities may be obtained from either
Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor,
New York, New York 10014,
Attention: Prospectus Department; from J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, telephone:
1-866-803-9204, or email: prospectus-eq_fi@jpmchase.com; from
KeyBanc Capital Markets Inc., Attention: Prospectus Delivery
Department, 127 Public Square, 4th Floor, Cleveland, OH 44114 or by telephone at
800-859-1783; or from Robert W. Baird & Co. Incorporated,
Attn: Syndicate Department, 777 E. Wisconsin Avenue,
Milwaukee, WI 53202, telephone:
(800) 792-2473 or email syndicate@rwbaird.com. The final terms of
the offering will be disclosed in a final prospectus supplement to
be filed with the SEC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Bandwidth
Bandwidth (NASDAQ: BAND) is a software company focused on
communications for the enterprise. Companies like Google,
Microsoft, and Ring Central use Bandwidth's APIs to easily embed
voice, messaging and 9-1-1 access into software and applications.
Bandwidth is the first and only CPaaS provider offering a robust
selection of communications APIs built around their own nationwide
IP voice network - one of the largest in the nation.
Forward-Looking Statements
This press release includes forward-looking statements. All
statements contained in this press release other than statements of
historical facts, including, without limitation, statements
regarding our future financial and business performance and the
offering of our Class A common stock, are forward-looking
statements. The words "anticipate," "believe," "continue,"
"estimate," "expect," "intend," "guide," "may," "will" and similar
expressions and their negatives are intended to identify
forward-looking statements. We have based these forward-looking
statements largely on our current expectations and projections
about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy,
short-term and long-term business operations and objectives and
financial needs. These forward-looking statements are subject to a
number of risks and uncertainties, including, without limitation,
risks related to the offering of our Class A common stock,
including that such transaction may not be occur, and market risks
and uncertainties, as well as other risks and uncertainties set
forth in the "Risk Factors" section of Form 10-K for the year ended
December 31, 2018, filed with the
Securities and Exchange Commission and any subsequent reports that
we file with the Securities and Exchange Commission after
December 31, 2018. Moreover, we
operate in a very competitive and rapidly changing environment. New
risks emerge from time to time. It is not possible for our
management to predict all risks, nor can we assess the impact of
all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements
we may make. In light of these risks, uncertainties and
assumptions, we cannot guarantee future results, levels of
activity, performance, achievements or events and circumstances
reflected in the forward-looking statements will occur. We are
under no obligation to update any of these forward-looking
statements after the date of this press release to conform these
statements to actual results or revised expectations, except as
required by law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release.
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SOURCE Bandwidth Inc.