Vonage Announces Proposed Private Offering of $300 Million of Convertible Senior Notes

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HOLMDEL, N.J., June 10, 2019 /PRNewswire/ — Vonage Holdings Corp. (NYSE: VG) (“Vonage”) announced today that it intends to offer, subject to market and other conditions, $300 million aggregate principal amount of Convertible Senior Notes due 2024 (the “notes”) in a private offering. The notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Vonage expects to grant to the initial purchasers of the notes a 30-day option to purchase up to an additional $45 million aggregate principal amount of the notes.

Vonage intends to use the net proceeds from the offering to (i) pay the cost of the capped call transactions described below, (ii) repurchase up to $10 million in shares of its common stock from purchasers of notes in privately negotiated transactions effected through one of the initial purchasers or an affiliate thereof concurrently with the pricing of the notes and (iii) repay a portion of the outstanding principal balance under its credit facility. If the initial purchasers exercise their option to purchase additional notes, Vonage expects to use a portion of the related net proceeds to enter into additional capped call transactions and any remainder to repay additional amounts outstanding under the revolving portion of its credit facility.