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Bandwidth Announces Pricing of Upsized $350 Million Convertible Senior Notes Offering

RALEIGH, N.C., Feb. 26, 2020 /PRNewswire/ -- Bandwidth Inc. (NASDAQ: BAND) ("Bandwidth"), a software company focused on communications for the enterprise,

articleBandwidth Inc.February 26, 20205/company/bandwidth-inc/news/bandwidth-announces-pricing-of-upsized-dollar350-million-convertible-senior-notes-offering
Bandwidth Announces Pricing of Upsized $350 Million Convertible Senior Notes Offering

About this update from Bandwidth Inc.

[{"type":"text","content":"RALEIGH, N.C., Feb. 26, 2020 /PRNewswire/ -- Bandwidth Inc. (NASDAQ: BAND) (\"Bandwidth\"), a software company focused on communications for the enterprise, today announced the pricing of $350 million aggregate principal amount of 0.250% Convertible Senior Notes due 2026 (the \"Notes\") in a private offering (the \"Offering\") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the \"Securities Act\"). The size of the offering was increased from the previously announced $300 million aggregate principal amount of Notes. In addition, Bandwidth has granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $50 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on February 28, 2020, subject to customary closing conditions. \nThe Notes will be senior, unsecured obligations of Bandwidth, and will bear interest at a rate of 0.250% per year. Interest will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The Notes will mature on March 1, 2026, unless earlier repurchased, redeemed or converted. Bandwidth may not redeem the Notes prior to March 6, 2023. Bandwidth may redeem the Notes, in whole or in part, at its option at any time, and from time to time, on or after March 6, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, if the last reported sale price per share of Bandwidth's Class A common stock has exceeded 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading date immediately preceding the date on which Bandwidth provides notice of redemption, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date on which Bandwidth provides the related notice of redemption.\nHolders of the Notes will have the right to require Bandwidth to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash purchase price of 100% of their principal amount plus any accrued and unpaid intere...

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