Frank Quattrone (1956) is a former investment banker at Credit Suisse First Boston who has been convicted of interfering with a government probe into Credit Suisse First Boston's behavior in allocating hot IPOs. The conviction was later overturned...

Screwier and Screwier

screwedcrack.jpgSo now Vonage is “demanding” that customers who agreed to buy shares in last week’s IPO pay up for the shares. “Demand” is such powerful word. “Demand and two-bucks will get you a subway ride.

Hold on. We’re getting ahead of ourselves. Flashback a couple of days.

As the world shuffled back into focus on Tuesday morning and haze of beer and nitrate-loaded Memorial Day hotdogs began to clear, we were hearing word that Vonage was thinking of unscrewing customers who bought shares in last week’s IPO and balked at paying for the shares as the price slid in the days that followed. Clearly Vonage was in a tough spot. It’s underwriters wouldn’t stand for being left holding the bag for shares ordered but never paid for, but Vonage also didn’t want the underwriters (or Vonage itself) to start suing Vonage customers. The trial system is not exactly the best way of building a loyal customer base.

Vonage’s creative solution was reportedly a plan to reimburse the underwriters for shares not paid for by customers.

What happened next after the jump.

This plan was greeted with, well, nothing short of derision. On CNBC’s Squawk Box, Joe Kernen pointed out that this seemed to be creating two classes of shareholders—the customer purchasers and every other investor who bought through more typical IPO channels. Could Vonage really decide to let one group of shareholders off the hook while all the other shareholders lost money?

Henry Blodget quite reasonably asked, "Where in the "Use of Proceeds" section of the IPO prospectus does it say, "A portion of the proceeds may be used to insure customers against IPO losses"?

The Peridot Capitalist and others voiced the concern that letting customer-shareholders off just wasn’t right in some metaphysical sense.

I don't care how desperate you are to keep your customers happy. If they refuse to pay for their stock, you go after them…When are individuals going to take responsibility for their actions?

When an argument tips into abstract principles, DealBreaker usually looks for the clearest path to the nearest open bar. There’s no arguing with principles like “individual responsibility” so we don’t like to get into arguments about them. But it seemed to make some good business sense that Vonage might not want to erase its customer base by mounting expensive lawsuits against it. If you were a shareholder, would you want Vonage suing its customers? Do you think this would improve or further deteriorate Vonage’s business prospects?

It always helps to have the numbers on these things. How many Vonage customers bought shares in the IPO? How many shares did they buy? These weren’t immediately available. Today Bloomberg reported that “about 10,000 of Vonage's 1.6 million customers participated in the program to buy IPO shares at $17 each” but that doesn’t tell us the total number of shares we’re talking about. So its still impossible to quantify what kind of hit Vonage would take.

Joe Keren's concerns are probably misplaced. What legal rule says Vonage can't buy the customer shares? This isn’t a tender offer, where an “all holders” rule might apply. Instead, it is Vonage reimbursing underwriter for unpaid shares, something that Vonage may well be required to do under its agreements with its underwriters (particularly if it doesn’t want its underwriters suing its customers).

But now we’re back to Vonage demanding the customers pay up. Probably a good idea, that. It’s a bit early to start telling people you’ll let them off the hook. Wouldn’t all 10,000 take that deal? When a wimpy promises to pay Tuesday for a hamburger today, you don't tell him on Monday that he shouldn't worry about it. The most likely outcome is that Vonage will continue to demand the customers pay. Some will and some won’t. Vonage will then make the underwriters whole for the unpaid shares, and hope this whole fiasco slips into the footnotes of quarterly statements.

Vonage Pushes Clients Who Bought IPO Shares to Pay Up [Bloomberg]

TrackBack

Use this Trackback URL for this entry:
http://www.dealbreaker.com/cgi-bin/mt-tb.cgi/468

Comments

This bugs me every time you use this picture, and you use the picture often enough that I feel I have to speak up: the item in your graphic appears to be a bolt, not a screw. I believe a screw has a sharp point, whereas a bolt has a blunt point. Can you put pedants like me out of our misery by procuring a graphic that has a screw in it? Maybe you could use this bolt graphic to illustrate a story about some Wall Street criminal fleeing the country, if you feel like you still need to amortize the cost of the graphic. Thank you.

I just mentioned my above concern to a colleague, who assures me that I am completely wrong about the difference between a bolt and a screw. So forget what I said, and continue as before. Thanks.

Thanks for your comments. We've had the interns researching this matter since you first raised it. We're happy to report that the definition of screws and bolt are not exclusive. A bolt is a type of screw--a cylindrical screw rather than the conical type.

Please see this wikipedia entry for further details.

http://en.wikipedia.org/wiki/Screw#Bolt

And in the future, please feel free to continue to help us improve our delivery of cutting edge graphics to our readers.

I am glad we have come to an agreement on this important matter!

15% of the IPO went to customers. Some of those have already paid. But at a maximum, Vonage would be talking about coughing back up 15% of the money it raised in the IPO, making the IPO 15% smaller--and that's if it covered all the customers' shares, which it isn't going to have to do.

On the other hand, the two-classes of shareholders argument makes some sense.

On the other other hand, I doubt Vonage will go after its customers. What it wants to do is create the impression that those who don't pay up aren't going to get a free ride. Tuesday's stories about how Vonage would eat the costs greatly increased the number of deadbeats who were likely to try to walk away. Vonage is clearly hoping that when it comes to lawsuits, the threat is stronger than the execution, as Aron Nimsowitsch would say.

From Stacy's Music Row Report (www.stacyharris.com):

As Comedian/Celebrity Impressionist JOHNNY COUNTERFIT’s Freedom (from) Overpaid Executives (F.O.E.) movement (previously detailed in this Report) gathers momentum, Gaylord Entertainment stockholder Counterfit isn’t laughing about ”our company”(FAQ 22)’s bookkeeping: “It wasn't enough for Gaylord directors to receive a gift of 5000 shares, in honor of losing $34 million in borrowed money last year, and currently $1 million each week, as of the latest SEC report, but (Director) RODERICK CONNOR made a net profit, on a one day stock option turn around (May 9) of $295,743.00.

”Gaylord Entertainment is still more than $600 million in debt, but by using the stock market, executives seem to be doing fine with their personal wealth… The company awarded nine of its directors a total of $2,047,500.00 in stock, to be exercised May 2007, for their efforts. I wonder what the directors would make if the company showed a profit?

”A number of the Grand Ole Opry members were forced to fire band members due to budget problems on the Opry. Let's see, I believe a musician on the Opry makes about $60.00 per segment; maybe one of the directors should run the Grand Ole Opry with stock options?

************************************************************************************************************

He’s not exactly ”Chainsaw AL”(BERT) J. DUNLAP. Nor would RONALD L. DeMOOR (A/K/A Comedian/Celebrity Impressionist JOHNNY COUNTERFIT) dye his red hair blond, comb it forward à la DONALD TRUMP, and commandeer the annual Gaylord Entertainment stockholders’ meeting, telling Gaylord Chairman, President and CEO COLIN REED “You’re fired!”

But while laughter is normally Counterfit’s stock-in-trade, DeMoor let it be known at Gaylord’s May 4th shareholders’ meeting that he doesn’t find “our company,” (as Gaylord now describes itself to stockholders) and its inability to recover from “continued corporate losses” very amusing.

Noting that “our company” lost $34 million last year and $12.4 million in the first quarter of 2006- that’s over $1 million dollars-per-week- Johnny used his three minutes (the time allowed by the rules for shareholders to speak) to read a prepared statement, including the following jaw-dropping “solutions” necessary to restore “our company”’s financial health: 1.) Suspend all executive stock options, financial rewards and reward incentives until Gaylord reports two consecutive years of net profit, from operations. 2.) Cancel all executive automobile, corporate and private aircraft allowances. 3.) Sell and or cancel lease agreements re: company aircraft, using the proceeds to reduce the company’s $600 million+ corporate debt. (During my three minutes I took the opportunity to remark on “our company”’s stated commitment to the Grand Ole Opry, and associated entertainment properties, even though its percentage of total revenue, which has steadily declined each year, now represents only eight per cent of Gaylord’s revenue. I also asked the amount of the annual operational cost of Gaylord’s corporate jet. Reed responded that it is about $800,000.) 4.) Sell the Gaylord Springs Golf Course, allocating the proceeds to reduce corporate debt. 5.) Cancel company paid memberships in all, if any, leisure organizations not directly tied to the hospitality industry. 6.) Suspend all consultant fees. 7.) Cut board members’ salaries by 50 per cent (Reducing their $40,000 annual compensation to $20,000) 8.) Relocate all executive and management staff to the Gaylord Opryland Hotel and sell the BUD WENDELL Building and property, using the proceeds to reduce corporate debt. 9.) Review all vice presidents and managers showing a net loss from operations in their respective departments for the last three consecutive years and permanently reassign with no further involvement in their former departments. 10.) In an effort to head-off future employee-related legal problems, DeMoor requests that a resolution be added to Gaylord’s bylaws restricting employment to legal citizens.

While he didn’t call ‘em Counterfit’s (10) Commandments, DeMoor closed his remarks by assuring Reed, attorney CARTER TODD, E.K. GAYLORD II, token female board member ELLEN LEVINE and the other board members present, and the scant number of shareholders attending that he will be submitting his recommendations, “in a manner required by this company, to all internal committees for review, as I prepare to take steps necessary to win shareholder approval at next year’s meeting” should the Board of Directors fail to enact the plan by July 4, 2006.

Americans know July 4th as Independence Day. But while those in attendance may have made that natural association, or perhaps thought of MARTINA McBRIDE’s powerful performance of the GRETCHEN PETERS classic (included in the excerpted screening, prior to the shareholders’ meeting, of the show produced during the Opry’s most recent jaunt to Carnegie Hall), DeMoor has selected July 4th as the deadline soon to be known by the acronym F.O.E. , or Freedom (from) Overpaid Executives.

You are reading about this for the first time here. More to come…


From Stacy's Music Row Report (www.stacyharris.com):

As Comedian/Celebrity Impressionist JOHNNY COUNTERFIT’s Freedom (from) Overpaid Executives (F.O.E.) movement (previously detailed in this Report) gathers momentum, Gaylord Entertainment stockholder Counterfit isn’t laughing about ”our company”(FAQ 22)’s bookkeeping: “It wasn't enough for Gaylord directors to receive a gift of 5000 shares, in honor of losing $34 million in borrowed money last year, and currently $1 million each week, as of the latest SEC report, but (Director) RODERICK CONNOR made a net profit, on a one day stock option turn around (May 9) of $295,743.00.

”Gaylord Entertainment is still more than $600 million in debt, but by using the stock market, executives seem to be doing fine with their personal wealth… The company awarded nine of its directors a total of $2,047,500.00 in stock, to be exercised May 2007, for their efforts. I wonder what the directors would make if the company showed a profit?

”A number of the Grand Ole Opry members were forced to fire band members due to budget problems on the Opry. Let's see, I believe a musician on the Opry makes about $60.00 per segment; maybe one of the directors should run the Grand Ole Opry with stock options?

************************************************************************************************************

He’s not exactly ”Chainsaw AL”(BERT) J. DUNLAP. Nor would RONALD L. DeMOOR (A/K/A Comedian/Celebrity Impressionist JOHNNY COUNTERFIT) dye his red hair blond, comb it forward à la DONALD TRUMP, and commandeer the annual Gaylord Entertainment stockholders’ meeting, telling Gaylord Chairman, President and CEO COLIN REED “You’re fired!”

But while laughter is normally Counterfit’s stock-in-trade, DeMoor let it be known at Gaylord’s May 4th shareholders’ meeting that he doesn’t find “our company,” (as Gaylord now describes itself to stockholders) and its inability to recover from “continued corporate losses” very amusing.

Noting that “our company” lost $34 million last year and $12.4 million in the first quarter of 2006- that’s over $1 million dollars-per-week- Johnny used his three minutes (the time allowed by the rules for shareholders to speak) to read a prepared statement, including the following jaw-dropping “solutions” necessary to restore “our company”’s financial health: 1.) Suspend all executive stock options, financial rewards and reward incentives until Gaylord reports two consecutive years of net profit, from operations. 2.) Cancel all executive automobile, corporate and private aircraft allowances. 3.) Sell and or cancel lease agreements re: company aircraft, using the proceeds to reduce the company’s $600 million+ corporate debt. (During my three minutes I took the opportunity to remark on “our company”’s stated commitment to the Grand Ole Opry, and associated entertainment properties, even though its percentage of total revenue, which has steadily declined each year, now represents only eight per cent of Gaylord’s revenue. I also asked the amount of the annual operational cost of Gaylord’s corporate jet. Reed responded that it is about $800,000.) 4.) Sell the Gaylord Springs Golf Course, allocating the proceeds to reduce corporate debt. 5.) Cancel company paid memberships in all, if any, leisure organizations not directly tied to the hospitality industry. 6.) Suspend all consultant fees. 7.) Cut board members’ salaries by 50 per cent (Reducing their $40,000 annual compensation to $20,000) 8.) Relocate all executive and management staff to the Gaylord Opryland Hotel and sell the BUD WENDELL Building and property, using the proceeds to reduce corporate debt. 9.) Review all vice presidents and managers showing a net loss from operations in their respective departments for the last three consecutive years and permanently reassign with no further involvement in their former departments. 10.) In an effort to head-off future employee-related legal problems, DeMoor requests that a resolution be added to Gaylord’s bylaws restricting employment to legal citizens.

While he didn’t call ‘em Counterfit’s (10) Commandments, DeMoor closed his remarks by assuring Reed, attorney CARTER TODD, E.K. GAYLORD II, token female board member ELLEN LEVINE and the other board members present, and the scant number of shareholders attending that he will be submitting his recommendations, “in a manner required by this company, to all internal committees for review, as I prepare to take steps necessary to win shareholder approval at next year’s meeting” should the Board of Directors fail to enact the plan by July 4, 2006.

Americans know July 4th as Independence Day. But while those in attendance may have made that natural association, or perhaps thought of MARTINA McBRIDE’s powerful performance of the GRETCHEN PETERS classic (included in the excerpted screening, prior to the shareholders’ meeting, of the show produced during the Opry’s most recent jaunt to Carnegie Hall), DeMoor has selected July 4th as the deadline soon to be known by the acronym F.O.E. , or Freedom (from) Overpaid Executives.

You are reading about this for the first time here. More to come…