JWCA advises Bandwidth on the repurchase of $140 million convertible notes for cash
May 2024 | READ PRESS RELEASE
In May 2024, JWCA advised Bandwidth (the “Company”) on the cash repurchase of $140mm of its outstanding 2026 convertible notes. Bandwidth wanted to repurchase the majority of their 2026 notes at a discount to par to opportunistically manage their outstanding liabilities and capital structure
Bandwidth’s objectives included:
De-lever: retire a significant portion of the convertible to reduce debt balance
Timing: finalize amendment to Credit Agreement and enter into convertible repurchase agreements ahead of reporting Q1 2024 earnings
Minimize transaction and friction costs: execute as efficiently as possible with a focus on minimizing execution costs
In its role as Repurchase Agent for the transaction, JWCA provided the following support for the Company:
Tactics around execution method, including benefits and considerations around engaging investors before or after earnings announcement
Investor targeting, outreach, price negotiation and execution of repurchases
Assisted the Company with the analysis of convertible economics and pricing dynamics
Results
The Company executed a successful liability management transaction for its 0.25% convertible notes due 2026:
The Company repurchased $140mm face value of their convertible notes (80% of outstanding) for cash at a meaningful discount to par
Bandwidth has now retired 91% of the original $400mm convertible issuance in combination with the repurchases executions in October 2022 and February 2023
This is J. Wood’s fourth advisory assignment for the Company after advising Bandwidth on its convertible issuance in February 2020 and 3 subsequent repurchases