Vonage IPO: Fall 2005

Vonage plans fall IPO to raise $600M

August 24, 2005

by Heidi Moore, Dennis Fitzgerald and Chris Nolter

Hold the phone: Vonage Holdings Corp. , the largest provider of phone services over the Internet to retail customers, is planning to file for an initial public offering to raise between $400 million and $600 million, according to sources familiar with the matter.

Edison, N.J.-based Vonage is expected to file an offering memorandum with the Securities and Exchange Commission within the next six weeks, sources said. The company declined to comment.

The underwriters are expected to be Deutsche Bank Securities Inc. , Citigroup Global Markets Inc. and UBS Investment Bank . Deutsche Bank has advised the company on previous rounds of funding, and Deutsche Bank and UBS are among the underwriters in the planned $172.5 million IPO of a Vonage rival, Atlanta-based Cbeyond Communications Inc. Katten Muchin Rosenman LLP has been Vonage's outside corporate counsel in recent fundraising forays.

According to sources, it's possible that Vonage might pursue a dual-track process, allowing it to explore a potential merger as well as an IPO. If Vonage goes the IPO route, it would likely use the money the same way it used the proceeds from its previous rounds of funding: to expand its network in the U.S., Canada and overseas.

Vonage, which has more than 800,000 retail subscribers, provides voice-over-Internet-protocol, or VoIP, services. In May, it raised a $200 million Series E round of funding led by the venture capital arm of Bain Capital LLC , and last August it raked in $105 million in a round led by New Enterprise Associates . Other investors have included 3i Group and Meritech Capital Partners . Vonage got off the ground four years ago with $12 million in funding from unnamed angel investors.

Vonage CEO Jeffrey Citron has made a lot of money for Bain. After scoring millions as an executive at Datek Securities, which got its start as a day-trading operation, Citron went on to found the Island ECN, an online exchange that became the basis of Datek Online Holdings. Bain paid $700 million to buy Datek in 2000, and it spun off Datek subsidiary Island to Instinet Group Inc. , which is being sold to Nasdaq Stock Market Inc. Bain later sold Datek to Ameritrade Holding Corp. for $1.3 billion in 2002. All told, Bain and two co-investors tripled their initial investments in Datek and its affiliates.

Vonage, which advertises frequently on television, faces challenges as it prepares to tap the public markets.

Like all VoIP service providers, the company is racing to meet a November deadline from the Federal Communications Commission to provide enhanced 911 services that relay a caller's location and other information to emergency personnel. VoIP providers have had to cut deals with local phone companies who oversee the 911 network. "We are moving very quickly to sign deals with all of those carriers," said Vonage spokeswoman Brooke Schulz.

Vonage, which is soon expected to move its headquarters to Holmdel, N.J., also has well-funded rivals. The largest are New York-based Time Warner Inc. 's cable unit and Cablevision Systems Corp. of Bethpage, N.Y., which have about 600,000 and 500,000 VoIP subscribers, respectively. Cable companies are becoming increasingly aggressive with their voice offerings as they battle regional Bell companies for residential customers with their bundled video, voice and broadband services.

Millions have downloaded free software from two-year-old Skype Technologies SA that lets users talk with file-sharing technology similar to that pioneered by Napster Inc. Initially subscribers could only chat with other Skype subscribers through their computers, but they can now call traditional phones using prepaid accounts. The Luxembourg-based company, which has funding from Bessemer Venture Partners , Draper Fisher Jurvetson , Index Ventures and Mangrove Capital Partners , is expected to follow Cbeyond and Vonage with a filing in the coming months. A spokeswoman would not comment on a potential offering.

As providers vie to become the Google of VoIP, Google Inc. itself is entering the melee. The Mountain View, Calif., company said Friday it is testing a voice and instant messaging service.

Vonage also faces potential questions from investors about Citron, its CEO. He resigned as CEO of Datek as the SEC was investigating allegations that he and other company executives fraudulently misused a Nasdaq trade order execution system that had been set up to help small investors. About a year later, he sold his stake in Datek for a reported $225 million.

In January 2003, he agreed without admitting guilt to pay about $22.5 million in penalties and disgorgement to settle the SEC charges. Under the settlement, Citron is permanently barred from associating with any broker or dealer. But a source familiar with SEC workings said Citron is not precluded from heading a publicly traded company.