JWCA advises Bandwidth on the repurchase of $160mm convertible notes for cash at meaningful discount to par

november 2022 | READ PRESS RELEASE

In October 2022, JWCA advised Bandwidth (“BAND” or the “Company”) on the repurchase of $160mm of its 2026 convertible. Bandwidth wanted to opportunistically repurchase their notes at a meaningful discount to par to manage their liability and capital structure.

Bandwidth’s objectives included:

• De-lever: retire the convertible to reduce debt balance and interest expense

• Minimize transaction and friction costs: execute as efficiently as possible while mitigating meaningful stock price pressure

• Save significant amount of cash at maturity by retiring existing convertible below par today

JWCA acted as Repurchase Agent for the transaction and provided analysis and advice around:

• Tactics around investor targeting and execution method, including benefits and considerations around engaging investors before or after earnings announcement

• Investor outreach, negotiation, and execution of repurchases

Results

• The Company executed a successful liability management transaction for its 0.25% convertible notes due 2026:

  • Repurchased $160mm of their convertible notes (40% of outstanding) for cash at a meaningful discount to par

  • Successfully managed their convertible note liability

  • Signaled the successful de-levering simultaneously with earnings by wall crossing investors prior to the company reporting

  • Saved an additional ~$1.3mm of cash interest over the remaining life