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Bandwidth, Inc. (BAND) Announces Secondary Offering

November 2, 2020 5:09 PM

Bandwidth Inc. (the "Company") (NASDAQ: BAND), a leading enterprise cloud communications company, today announced that VIP II Nominees Limited (for the benefit of Vitruvian Investment Partnership II, a fund managed by Vitruvian Partners LLP) (the "Selling Stockholder"), intends to offer for sale in an underwritten secondary offering 663,394 shares of Class A common stock of the Company pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "SEC"). The Selling Stockholder will receive all of the proceeds from this offering. No shares are being sold by the Company. The last reported sale price of the Company's Class A common stock on November 2, 2020 was $157.85 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 transaction, the Selling Stockholder will have disposed of all of its shares of Class A common stock of the Company.

Morgan Stanley will act as the underwriter for the offering.

The Company has filed a registration statement (including a prospectus) with 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.

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