Bandwidth Inc. Announces Secondary Offering

RALEIGH, N.C., Nov. 2, 2020 /PRNewswire/ -- 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.

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 press 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.

SOURCE Bandwidth Inc.