Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed with the
Securities and Exchange Commission (the "SEC") by Bandwidth Inc., a Delaware
corporation ("Bandwidth") on October 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 of the Netherlands ("Stichting" and, together with Voicebox, Itay
Rosenfeld, Stefaan Konings, Dirk Hermans and Gaetan 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 of Voice Topco
Limited, a private limited liability company incorporated under the laws of
England and Wales (No. 9717662) ("Voice Topco"). Voice Topco directly or
indirectly holds all of the issued and outstanding shares of Voxbone S.A., a
private limited liability company registered under the laws of Belgium
("Voxbone"), which (with its subsidiaries) is the operating subsidiary of Voice
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 of Voice Topco at
the closing held on November 2, 2020, effective as of October 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 on October 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 on October 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 the SEC by Bandwidth on
October 12, 2020, the terms of which are incorporated herein by reference.


Item 7.01 Other Events.
On October 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, dated October 12, 2020 (incorporated by
                             reference to Exhibit 2.1 to Bandwidth's

Current Report on Form 8-K filed


                             with the SEC on October 12, 2020)*
         99.1                Press Release, dated November 2, 2020
         104                 Cover Page Interactive File (the cover page

tags are embedded within the


                             Inline XBRL document)


* Portions omitted

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