Pandora Prices Proposed Follow-On Offering

OAKLAND, Calif.--(BUSINESS WIRE)--

Pandora P, the leading internet radio service, today announced the pricing of an underwritten public offering of 18,200,000 shares of its common stock at a price to the public of $25.00 per share. A total of 13,000,000 shares are being offered by Pandora, and a total of 5,200,000 shares are being offered by the selling stockholder. In addition, Pandora has granted the underwriters a 30-day option to purchase up to an additional 2,730,000 shares to cover over-allotments, if any. The offering is expected to close on September 24, 2013.

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 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 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 prospectus@morganstanley.com, 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 PANDORA

Pandora 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.