Pandora (NYSE: P), the leading internet radio service, today announced that it plans to commence, subject to market and other conditions, an underwritten public offering of 10,000,000 shares of its common stock pursuant to an effective registration statement. An additional 4,000,000 shares will be offered by the selling stockholder. In addition, Pandora intends to grant the underwriters a 30-day option to purchase up to an additional 2,100,000 shares to cover over-allotments, if any. Pandora intends to use the net proceeds of this offering for general corporate purposes, including working capital and capital expenditures. In addition, Pandora may use a portion of the net proceeds for potential acquisitions of businesses, products or technologies, although Pandora has no current agreements or understandings with respect to any such transactions. Pandora will not receive any proceeds from the sale of shares by the selling stockholder. The bookrunning managers of the proposed offering will be J.P. Morgan and Morgan Stanley. Wells Fargo Securities, BofA Merrill Lynch, BMO Capital Markets, Canaccord Genuity, Needham & Company, Pacific Crest Securities, Piper Jaffray and William Blair will act as co-managers. The offering of these securities will be made only by means of a registration statement (including a preliminary prospectus for the offering) filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2013. Copies of the preliminary prospectus may be obtained from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by telephone at (866) 803-9204; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, or by email at firstname.lastname@example.org, or by telephone at (866) 718-1649. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
ABOUT PANDORAPandora (NYSE: P) gives people music and comedy they love anytime, anywhere, through connected devices. Personalized stations launch instantly with the input of a single "seed" – a favorite artist, song or genre. The Music Genome Project®, a deeply detailed hand-built musical taxonomy, powers the personalization of Pandora® internet radio by using musicological "DNA" and constant listener feedback to craft personalized stations from a growing collection of more than one million tracks. Tens of millions of people turn on Pandora every month to hear music they love. www.pandora.com "Safe harbor" Statement: This press release contains forward-looking statements within the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Pandora’s completion of the offering and the number of securities sold, and Pandora’s anticipated use of proceeds. These forward-looking statements are based on our current assumptions, expectations and beliefs and involve substantial risks and uncertainties that may cause actual results and the timing of events to materially differ from those expressed or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: risks related to market and other general economic conditions, our ability to meet the closing conditions required for the consummation of the offering and other risks detailed in the registration statement related to the offering and in filings we make with the SEC from time to time, particularly under the heading "Risk Factors." All forward-looking statements in this press release are based on information currently available to us, and we assume no obligation to update these forward-looking statements in light of new information or future events.