Morgan Stanley & Co. LLC
1585 Broadway
New York, NY 10036
KeyBanc Capital Markets Inc.
127 Public Square
Cleveland, OH 44114
Robert W. Baird & Co. Incorporated
227 West Monroe Street
Suite 2100
Chicago, IL 60606
November 8, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: | Bandwidth Inc. |
Registration Statement on Form S-1 |
File No.: 333-220945 |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the Act), we, the representatives of the several underwriters (the Representatives), hereby join in the request of Bandwidth Inc. (the Company) for acceleration of the effective date of the above-referenced Registration Statement on Form S-1, as amended, so that it will be declared effective at 4:00 PM, Eastern Daylight Time, on November 9, 2017 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, may orally request via telephone call that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Companys preliminary prospectus dated October 30, 2017:
(i) | Dates of distribution: October 30, 2017 through November 7, 2017; |
(ii) | Number of prospective underwriters to which the preliminary prospectus was furnished: 5 |
(iii) | Number of prospectuses furnished to investors: approximately 975 |
(iv) | Number of prospectuses distributed to others, including the Company, the Companys counsel, independent accountants, and underwriters counsel: approximately 525. |
The undersigned advise that they have complied and will continue to comply, and each underwriter and dealer has advised the undersigned that it has complied and will continue to comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
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Very truly yours, | ||||
MORGAN STANLEY & CO. LLC KEYBANC CAPITAL MARKETS INC. ROBERT W. BAIRD & CO. INCORPORATED | ||||
Acting severally on behalf of themselves and the several Underwriters | ||||
By: |
MORGAN STANLEY & CO. LLC | |||
By: |
/s/ Rizvan Dhalla | |||
Name: | Rizvan Dhalla | |||
Title: | Managing Director | |||
By: |
KEYBANC CAPITAL MARKETS INC. | |||
By: |
/s/ Adam Noily | |||
Name: | Adam Noily | |||
Title: | Director, Investment Banking | |||
By: |
ROBERT W. BAIRD & CO. INCORPORATED | |||
By: |
/s/ Katherine Kasper | |||
Name: | Katherine Kasper | |||
Title: | Vice President |
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