Pandora Announces Exercise of Over-Allotment Option in Connection with Previously Priced Follow-On Offering

Fri Sep 20, 2013 8:30am EDT

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Pandora Announces Exercise of Over-Allotment Option in Connection with Previously Priced Follow-On Offering

Pandora (NYSE: P), the leading internet radio service, today announced that the underwriters of its common stock offering exercised their over-allotment option in full to purchase an additional 2,730,000 shares of its common stock at a price to the public of $25.00 per share. As a result of the exercise of the option, a total of 15,730,000 shares are being offered by Pandora, and a total of 5,200,000 shares are being offered by the selling stockholder, for total gross offering proceeds of approximately $523 million. The offering is expected to close on September 24, 2013.

Pandora intends to use the net proceeds from the sale of shares by it 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 offering are J.P. Morgan and Morgan Stanley. Wells Fargo Securities, BofA Merrill Lynch, BMO Capital Markets, Canaccord Genuity, Pacific Crest Securities, Piper Jaffray and William Blair are acting as co-managers.

The offering of these securities will be made only by means of a registration statement (including a prospectus for the offering) filed with the U.S. Securities and Exchange Commission (“SEC”) on September 16, 2013. Copies of the 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, 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.


Pandora (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.

Mollie Starr, 510-842-6996
Pandora Corporate Communications
Dominic Paschel, 510-842-6960
Corporate Finance & Investor Relations

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