Source: Company Press Release
 
Vonage Holdings Corp. (NYSE: VG), a leading provider of broadband telephone service, announced today that it has completed the refinancing of its outstanding 5.0% Senior Unsecured Convertible Notes due 2010 (the "old notes"). The Company repurchased the old notes pursuant to a tender offer, which expired at noon, New York City time, on November 3, 2008. In order to repurchase the old notes, the Company used net proceeds from a new financing consisting of a $130.3 million senior secured first lien credit facility, a $72.0 million senior secured second lien credit facility and $18.0 million of new senior secured third lien notes plus cash on hand.
 
John Rego, Vonage Chief Financial Officer said, "We are pleased to complete this final step in the refinancing of our convertible debt. The financial stability provided from this funding, coupled with the Company's ability to generate cash from operations will enable Vonage to invest in future growth."
 
In accordance with the terms of the tender offer, the Company accepted $253,460,061 aggregate principal amount of old notes, which represents all of the validly tendered old notes, at a purchase price of $1,000 for each $1,000 principal amount of old notes, plus accrued and unpaid interest up to, but not including, the date of purchase.
 
In connection with the refinancing, on November 3, 2008 at a scheduled stockholders meeting, the Company obtained stockholder approval of the potential issuance of shares of common stock upon conversion of the new senior secured third lien notes among other things.
 
The lenders under the first and second lien senior facilities and the purchasers of the convertible notes are Silver Point Finance, LLC ("Silver Point"), certain of its affiliates, other third party lenders and affiliates of Vonage.
 
Miller Buckfire & Co., LLC and Shearman & Sterling LLP acted as financial and legal advisors, respectively, to the Company and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor to Silver Point in connection with the refinancing transaction.
 
Miller Buckfire & Co., LLC is acting as Dealer Manager and D.F. King & Co., Inc. is acting as the Information Agent in connection with the tender offer. American Stock Transfer & Trust Company, LLC is the Depositary for the tender offer. For any questions concerning the tender offer contact D.F. King & Co., Inc. by calling 212-269-5550 (for banks and brokers) or 1-888-628-9011 (all others toll free). The Depositary will promptly commence payment for the old notes purchased in the tender offer.