Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed with theSecurities and Exchange Commission (the "SEC") byBandwidth Inc. , aDelaware corporation ("Bandwidth") onOctober 12, 2020 , Bandwidth entered into a Share Purchase Agreement (the "Share Purchase Agreement") by and among Bandwidth, Voicebox S.à r.l., a private limited liability company (société à responsibilité limitée) incorporated under the laws of Luxembourg (RCS number B198.967) ("Voicebox"),Itay Rosenfeld ,Stefaan Konings ,Dirk Hermans ,Gaetan Brichet and Stichting Administratiekantoor Voice, a foundation (stichting) incorporated under the laws ofthe Netherlands ("Stichting" and, together with Voicebox,Itay Rosenfeld ,Stefaan Konings ,Dirk Hermans andGaetan Brichet , the "Selling Stockholders") pursuant to which, among other things, Bandwidth will acquire all of the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares ofVoice Topco Limited , a private limited liability company incorporated under the laws ofEngland andWales (No. 9717662) ("Voice Topco").Voice Topco directly or indirectly holds all of the issued and outstanding shares ofVoxbone S.A. , a private limited liability company registered under the laws ofBelgium ("Voxbone"), which (with its subsidiaries) is the operating subsidiary ofVoice Topco . Pursuant to the terms of the Share Purchase Agreement, Bandwidth acquired all of the A Ordinary Shares, B Ordinary Shares and C Ordinary Shares ofVoice Topco at the closing held onNovember 2, 2020 , effective as ofOctober 31, 2020 (the "Share Purchase"). As consideration for the Share Purchase, Bandwidth (i) paid the Selling Stockholders approximately$413 million (or approximately €354.6 million based on prevailing exchange rates at the close of business onOctober 30, 2020 ), and (ii) issued to the Selling Stockholders 663,394 shares of Bandwidth's Class A common stock, par value$0.001 ("Bandwidth Stock"), with an aggregate value of approximately$106.4 million (or approximately €91.3 million based on prevailing exchange rates at the close of business onOctober 30, 2020 ). The foregoing summary description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Share Purchase Agreement, a copy of which was filed as Exhibit 2.1 to Bandwidth's Current Report on Form 8-K filed with theSEC by Bandwidth onOctober 12, 2020 , the terms of which are incorporated herein by reference. Item 7.01 Other Events. OnOctober 12, 2020 , Bandwidth issued a press release announcing that Bandwidth had entered into the Share Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 2.1 Share Purchase Agreement, datedOctober 12, 2020 (incorporated by reference to Exhibit 2.1 to Bandwidth's
Current Report on Form 8-K filed
with theSEC onOctober 12, 2020 )* 99.1 Press Release, datedNovember 2, 2020 104 Cover Page Interactive File (the cover page
tags are embedded within the
Inline XBRL document) * Portions omitted
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