BANDWIDTH prices $275M convertible notes due 2032

Bandwidth Inc. (NASDAQ: BAND) announced the pricing of $275 million in aggregate principal amount of 0% Convertible Senior Notes due 2032 in a private offering to qualified institutional buyers under Rule 144A. The notes are expected to settle on June 18, 2026, subject to customary closing conditions.

The company also granted initial purchasers a 13-day option to buy up to an additional $41.25 million in notes to cover over-allotments, which would bring the total offering to $316.25 million.

The notes carry no regular interest, mature on July 1, 2032, and are convertible at an initial rate of 13.7663 shares of Bandwidth's Class A common stock per $1,000 principal amount, equivalent to a conversion price of approximately $72.64 per share. That represents a 37.5% premium over the June 15, 2026 closing price of $52.83 on the NASDAQ Global Select Market.

Bandwidth estimates net proceeds of approximately $263.6 million, or $303.5 million if the over-allotment option is exercised in full, after deducting discounts, commissions, and offering expenses.

The company plans to allocate approximately $19 million of proceeds toward capped call transactions, with a cap price of $105.66 per share. An additional $10 million will be used to repurchase 189,286 shares of Class A common stock in privately negotiated transactions. Approximately $116.5 million will fund the repurchase of about $122.5 million in aggregate principal of its outstanding 0.50% convertible senior notes due 2028. The remaining proceeds are intended to repay amounts under its credit facility and for general corporate purposes.

Bandwidth may not redeem the notes before July 6, 2029, except under a "Cleanup Redemption" provision applicable when less than 15% of the originally issued notes remain outstanding.

You May Also Be Interested In

• IES Holdings (IESC) files mixed shelf
• Pembina joins proposed 1M bbl/day Alberta-to-coast pipeline plan
• Peraso secures $25M equity facility with Roth unit