Bandwidth Prices $275M Zero-Coupon Convertible Notes at 37.5% Conversion Premium
BAND•Bandwidth issued $275 million 0% convertible notes due 2032 at a $72.64 conversion price, a 37.5% premium over its June 15 closing price. Net proceeds of about $264 million will fund $10 million share repurchase, $122.5 million 2028 note buybacks, capped calls and debt repayment.
1. Offering Details
Bandwidth priced $275 million aggregate principal amount of 0% convertible senior notes due July 1, 2032, with a 13-day option for up to $41.25 million additional notes and expects settlement on June 18, 2026.
2. Conversion Features
The notes convert at 13.7663 shares per $1,000 principal (conversion price $72.64), representing a 37.5% premium to the June 15 closing price, with conversions in cash, shares or both subject to specified windows before April 1, 2032 and freely thereafter.
3. Use of Proceeds
Bandwidth anticipates net proceeds of approximately $263.6 million (or $303.5 million if over-allotment is exercised) to cover $19.0 million of capped call costs, $10.0 million share repurchase, $122.5 million principal repurchase of 2028 notes, credit facility repayment and general corporate purposes.
4. Redemption Provisions
Bandwidth may redeem notes on or after July 6, 2029 if its stock trades above 130% of the conversion price for 20 trading days, perform a cleanup redemption when outstanding notes fall below 15%, and holders can require repurchase on defined fundamental changes at 100% principal.
