RALEIGH, N.C., Nov. 3, 2020 /PRNewswire/ -- Bandwidth Inc.
(the "Company") (NASDAQ: BAND), a leading enterprise cloud
communications company, today announced the pricing, on
November 2, 2020, of the previously
announced secondary offering of shares of its Class A common stock.
VIP II Nominees Limited (for the benefit of Vitruvian Investment
Partnership II, a fund managed by Vitruvian Partners LLP) (the
"Selling Stockholder"), has agreed to sell an aggregate of 663,394
shares of the Company's Class A common stock in an underwritten
public offering at a price of $152.00
per share. The offering is expected to close on November 5, 2020, subject to customary closing
conditions.
It is anticipated that, upon completion of these transactions,
the Selling Stockholder will have disposed of all of its shares of
Class A common stock of the Company.
Morgan Stanley acted as the underwriter for the offering.
The Company has filed a registration statement (including a
prospectus) with the Securities and Exchange Commission (the "SEC")
for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration
statement, as well as the prospectus supplement related to this
offering and other documents the Company has filed with the SEC for
more complete information about the Company and this offering. You
may obtain these documents for free by visiting EDGAR on the SEC
Web site at: www.sec.gov. Alternatively, copies of the prospectus
supplement and accompanying prospectus relating to the offering,
when available, may be obtained from: Morgan Stanley & Co. LLC,
Attn: Prospectus Department, 180 Varick Street, 2nd Floor,
New York, NY 10014.
This press release shall not constitute an offer to sell or a
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.
Forward-Looking Statements
This press release includes forward-looking statements. All
statements contained in this press release other than statements of
historical facts are forward-looking statements. Forward-looking
statements generally can be identified by the words "may," "will,"
"expect," "believe," "anticipate," "intend," "could," "would,"
"project," "plan," "estimate," or "continue," or the negative of
these words or other similar terms or expressions that concern our
expectations strategy, plans or intentions. Forward-looking
statements involve known and unknown risks, uncertainties and other
important factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. We believe that these factors include,
but are not limited to, the following: our ability to attract and
retain customers, including large enterprises; our approach to
identifying, attracting and keeping new and existing customers, as
well as our expectations regarding customer turnover; our beliefs
regarding network traffic growth and other trends related to the
usage of our products and services; our expectations regarding
revenue, costs, expenses, gross margin, dollar based net retention
rate, adjusted EBITDA, non-generally accepted accounting principles
in the United States of America
("GAAP") net income and capital expenditures; our beliefs regarding
the growth of our business and how that impacts our liquidity and
capital resources requirements; the sufficiency of our cash and
cash equivalents to meet our liquidity needs; our ability to
attract, train, and retain qualified employees and key personnel;
our beliefs regarding the expense and productivity of and
competition for our sales force; our expectations regarding
headcount; our ability to maintain and benefit from our corporate
culture; our plans to further invest in and grow our business,
including international offerings, and our ability to effectively
manage our growth and associated investments; our ability to
introduce new products and services and enhance existing products
and services; our ability to compete successfully against current
and future competitors; the evolution of technology affecting our
products, services and markets; the impact of certain new
accounting standards and guidance, as well as the time and cost of
continued compliance with existing rules and standards; our beliefs
regarding the use of Non-GAAP financial measures; our ability to
comply with modified or new industry standards, laws and
regulations applicable to our products, services and business,
including the General Data Protection Regulation, the California
Consumer Privacy Act of 2018 and other privacy regulations that may
be implemented in the future, and Secure Telephone Identity
Revisited and Signature-based Handling of Asserted Information
Using toKENs and other robocalling prevention and anti-spam
standards and increased costs associated with such compliance; our
customers' violation of our policies or other misuse of our
platform; our ability to maintain, protect and enhance our
intellectual property; our expectations regarding litigation and
other pending or potential disputes; our ability to service the
interest on our $400,000 aggregate
principal amount of 0.25% Convertible Notes due March 1, 2026 and repay such convertible notes,
to the extent required; our expectations about the impact of public
health epidemics, such as COVID-19, or natural disasters on our
business, results of operations and financial condition; our
ability to successfully integrate and benefit from any strategic
acquisitions, including the acquisition of Voxbone S.A., a private
limited liability company registered under the laws of Belgium, or future strategic acquisitions or
investments; and uncertainties set forth in the "Risk Factors"
section of our Form 10-K for the year ended December 31, 2019, filed with the SEC and any
subsequent reports that we file with the SEC after December 31, 2019. We caution you that the
foregoing list may not contain all the forward-looking statements
made in this release.
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.