The big picture -- IPO recall/redo is the best option

Posts: 30 · Vonage Forum Junior Joined: May 21, 2006 Posts: 30

There's a lot of chatter, a lot of speculation, but let's take a look at the big picture.

The big picture is that Vonage fumbled the IPO and a recall/redo of the IPO is in the company's best interest. Let's look at the reasons why:

Vonage has said it will pay the underwriters for the shares unpaid for by customers in it's DSP. This creates two classes of investors -- those who paid, and those who have decided not to pay.

If Vonage does in fact pay the underwriters for customer unpaid shares, the lawyers for the investors who did pay will have a field day filing class action lawsuits.

The underwriters had the guarantee for payment clause added to the prospectus because they wanted to be sure to cover themselves in the event that customers did not pay -- as many have decided to do. The underwriters do no want to be part of the fiasco, do not want to upset their customers who have accounts with them. This should be reassuring that the underwriters will not be coming after unpaid customers. Afterall, they are guaranteed payment from Vonage, and the last thing they want to do is do the dirty work for Vonage of chasing down money.

So, that leaves Vonage with the task of chasing down the money. Do they really want to do that? Do they want to further alienate and upset their customers?

If Vonage wants to stay in business or eventually sell the company, then all they've got is their massive customer base, larger than any other Voip. They certainly aren't selling some kind of unique technology because everyone and their brother is selling Voip service these days. So, all they've got to sell is their customer base.

Vonage must keep their customers, and more importantly, gain new customers. Hence, their aggressive marketing campaign.

If Vonage sends their legal hounds after their customers who have not paid for the shares, there will be a PR fallout that Vonage may not recover from. Legal or not, Vonage said that they will pay the underwriters for unpaid shares, so many customers who haven't yet paid took this as a free get out of jail card. Bad public relations no matter who's right or wrong, translates to customers canceling their service in droves. As was stated on CNBC, every single Vonage customer is a "switcher" -- they've all switched to Vonage from some other service, so switching again is not at all foreign to them.

Vonage has a real fine mess on it's hands. It has to pay underwriters for unpaid shares. It cannot create two classes of paid investors and unpaid investors. If it does, it will face a class action lawsuit, cancelations, and more bad press. If it goes hard after it's customer base for unpaid shares, it creates more bad public relations, more bad press, and customers will cancel in droves and new customers will be reluctant to sign up.

As it stands, Vonage faces class-action lawsuits, legal action by the SEC for creating two classes of investors, being forced to pay underwriters for unpaid shares, and losing it's prized customer base.

So what's Vonage to do? It seems to me that in the big picture, Vonage will have to redo the IPO.

What should Vonage customers who invested in this do? Perhaps your only ace in the hole is what is most valuable to Vonage -- keeping you as a customer. Deciding when to play that ace may affect Vonage's decision to redo the IPO and get us and Vonage out of this mess. Don't play that ace too soon.

*** DISCLAIMER: These are just my personal opinions. I am not recommending that you take any specific action.