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Published on 10/22/2008 in the Prospect News Convertibles Daily.

Vonage amends financing condition in tender for 5% convertibles

By Jennifer Chiou

New York, Oct. 22 - Vonage Holdings Corp. announced the amendment of the financing condition to its tender offer for its 5% senior unsecured convertible notes due 2010.

As previously announced on Oct. 20, the company said it signed definitive agreements to refinance its convertible debt, adding that the agreed upon financing consists of a $130.3 million senior secured first-lien credit facility, a $72.0 million senior secured second-lien credit facility and the sale of $18.0 million of senior secured third-lien convertible notes.

Vonage said that the financing condition has been amended to be conditioned upon the receipt of the financing.

Vonage previously extended the cash tender offer for the convertibles to noon ET on Nov. 3 from 5 p.m. ET on Oct. 15.

The expiration had been pushed back from Sept. 29 and, before that, Sept. 15 and Aug. 27.

As of 5 p.m. ET on Oct. 15, $253.26 million principal amount of the convertibles had been tendered, unchanged from the amount tendered by Sept. 15. As of Aug. 27, $252.74 million of convertibles had been tendered.

The tender offer, announced on July 30, is being made in connection with the proposed refinancing of Vonage's debt.

Under the terms of the refinancing, Vonage said on July 24 that it is required to tender for the roughly $253 million of notes, which have a put option on Dec. 16.

For each $1,000 principal amount, the company will pay par plus accrued interest.

Vonage said that it is seeking tenders from holders of at least $185 million of notes, the receipt of the proceeds from a $95 million senior secured first-lien credit facility and the issue by Vonage and its wholly owned subsidiary, Vonage America Inc., of $90 million of convertible secured second-lien notes.

D.F. King & Co., Inc. is the information agent (888 628-9011 or call collect 212 269-5550). Miller Buckfire & Co., LLC is the dealer manager.

Holmdel, N.J.-based Vonage Holdings is a provider of broadband telephone services.


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