Senior Co-Manager
Vonage Holdings
Equity Capital Markets
Convertible Senior Notes Offering
Transaction Details
- On June 11, 2019, Vonage Holdings (NYSE: VG) announced the pricing of $300 million aggregate principal amount of 1.75% Convertible Senior Notes due 2024 (the “Notes”) in a private offering
- The Notes were offered in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended
- The Notes will bear interest at a rate of 1.75% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2019
- The initial conversion rate for the Notes is 59.8256 shares of VG common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $16.72 per share of common stock)
- The initial conversion price of the Notes represents a premium of approximately 42.5% to the $11.73 per share closing price of VG common stock on June 11, 2019
- Vonage intends to use net proceeds to pay the cost of capped call transactions related to the Notes offering, to repay a portion of the outstanding principal balance under its credit facility and to repurchase up to $10 million in shares of VG common stock
- Stephens Inc. served as Senior Co-Manager for the offering
About the company
Vonage (NYSE: VG) is redefining business communications, helping enterprises use fully-integrated unified communications, contact center, and programmable communications solutions via Nexmo, the Vonage API Platform, to improve how business gets done. True to its roots as a technology disruptor, Vonage has embraced technology to transform how companies connect, collaborate and communicate to create better business outcomes. Vonage's fully-integrated cloud communications platform built on a microservices-based architecture enables businesses to collaborate more productively and engage their customers more effectively across all channels, including messaging, chat, social media, video and voice. Vonage Holdings Corp. is headquartered in Holmdel, New Jersey, with offices throughout the United States, Europe, the Middle East and Asia.
Sources: Transaction press release and Offering Memorandum.
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The offering of the convertible notes is being made only by means of an offering memorandum in a private offering to qualified institutional buyers (as defined in Rule 144A under the Securities Act of 1933). The notes and the shares of the Company’s common stock issuable upon conversion of the notes, if any, have not been registered under the Securities Act of 1933 or any state securities laws and the Company does not intend to file a shelf registration statement for resale of the notes or such common stock, if any.