JWCA advises Bandwidth on its $316.25 million zero-coupon convertible and capped call transaction

June 2026 | READ PRESS RELEASE

Bandwidth, Inc. (“Bandwidth” or the “Company”) successfully raised $316.25 million (inclusive of greenshoe) in the convertible market at highly attractive terms (0.00% coupon and 37.5% conversion premium), while repurchasing ~$122mm (~82%) of its outstanding 2028 convertible notes, repaying outstanding amounts under its credit facility, repurchasing shares, and raising cash for working capital

Bandwidth took advantage of favorable market conditions to raise capital at a very low cost after achieving a 4-year high stock price on the Nasdaq the week before the transaction

Bandwidth’s objectives included:

  • Opportunistically repurchase 2028 convertible notes ahead of maturity and repay outstanding amounts under its credit facility to manage outstanding liabilities and capital structure while simultaneously raising cash to the balance sheet for working capital

  • Protect against future equity dilution through a derivative overlay and share repurchase

JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring, accounting analysis, and tax implications

  • Refinancing tactics and analysis

  • Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the Company

  • Execution timing, strategy, and shareholder messaging

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support and analysis throughout the execution process

Results

Bandwidth’s convertible transaction was very well received by investors:

  • The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s convertible bond offering

  • The 0.00% coupon priced on the issuer-friendly end of the marketed range

  • The 37.5% conversion premium priced through the tight end of the marketed range

This offering represents the best pricing outcome for a sub-$2bn market cap technology issuer in two decades

Bandwidth simultaneously repurchased ~$122mm of its 2028 convertible notes (~82% of outstanding) at a discount to par value

Bandwidth simultaneously repurchased ~0.2mm shares (~$10mm) from convertible investors

Capped call documentation and auction process produced meaningful savings for Bandwidth, driving significant economics in the Company's favor

This is JWCA’s seventh advisory assignment for the Company after advising Bandwidth on its convertible issuance in February 2020 and five subsequent repurchases