INTERNET CAPITAL GROUP, INC. (ICGE) (CCC+) said Tuesday (Oct. 30) that it has amended and extended its previously announced tender offer for a portion of its 5½% convertible subordinated notes due 2004. The offer, which was to have expired at midnight ET on Oct. 29, will now expire at midnight ET on Nov. 13. It raised the amount of the notes it is willing to purchase to $300 million, or about 53% of the outstanding amount, from $200 million previously, and has also raised the price it is offering to $295 per $1,000 principal amount, from a price within a previously announced range of $200 to $250 per $1,000 principal amount. Internet Capital said that as of the close of business on Oct. 29, $20.88 million of the notes had been validly tendered. It further said that it has received the binding commitment of Fir Tree Value Fund, LP and related funds to tender an aggregate principal amount of approximately $110 million of the notes under its offer. AS PREVIOUSLY ANNOUNCED, Internet Capital group, a Wayne, N.J.-based Internet e-commerce company, said Sept. 28 that it would begin a "modified Dutch auction" cash tender offer for a portion of its approximately $571.429 million of the 5½% notes. The company said it would purchase up to $200 million of the notes, or 35% of the outstanding principal amount, at a price to be determined within a range of $200 to $250 per $1,000 principal amount (both the amount and the purchase price were subsequently raised). It said the offer would expire at midnight ET on Oct. 29 (subsequently extended), subject to possible further extension, and tendered notes may be withdrawn at any time prior to the expiration date. Internet Capital said that the funds required to consummate the offer will come from its available cash. Under the original "modified Dutch auction" procedure, (subject to the terms and conditions of the offer), the company said it would accept tendered notes in the order of the lowest to the highest tender prices specified by tendering holders within the price range, and would select as its purchase price the single lowest price that would enable the company to purchase the offer amount (or, if less than the offer amount, all of the tendered notes). Internet Capital Group said it would pay the same purchase price for all notes that are tendered at or below the purchase price, upon the terms and subject to the conditions of the offer, including the proration terms. It also said that in the event that the amount of notes tendered by the expiration date at or below the purchase price were to exceed the amount the company is offering to buy, Internet Capital Group would accept for payment any notes tendered at or below the purchase price on a pro-rata basis. The company said the offer was not conditioned on a minimum principal amount of notes being tendered, and that consummation of the offer for the notes would be subject to certain conditions described in the official Offer to Purchase. Internet Capital said on Oct. 22 it had elected to waive a condition of its tender offer, noting that according to the terms of the original offer, it would not be required to accept for purchase or pay for notes validly tendered, and could amend or extend its offer or delay or refrain from accepting for purchase any such notes, and could decide to terminate the offer, if in its own reasonable judgment, any of the conditions to the offer were not satisfied at the time of the expiration of the offer, particularly including the condition that the U.S. "shall not have declared war or a national emergency and the commencement or escalation of armed hostilities directly or indirectly involving the United States shall not have occurred." Internet Capital Group said it was waiving that condition with respect to the past and current armed hostilities involving the U.S. and Afghanistan, but said that it retains the right to invoke this or any other condition should there be, prior to the expiration of the tender offer, an escalation of armed hostilities from current levels or should there be any armed hostilities directly or indirectly involving the U.S. outside of Afghanistan. The dealer manafger for the offer is Credit Suisse First Boston Corporation (call toll-free at 800-820-1653 or collect at 212-538-8474) collect). The information agent is D.F. King & Co., Inc. (800-290-6433 or 212-269-5550). Chase Manhattan Trust Co. NA is the depositary in connection with the offer.

BIOVAIL CORP. (BVF) (B2/BB-) said Oct. 27 that it was exercising its option to redeem all of its outstanding 6¾% convertible subordinated preferred equivalent debentures due 2025 on Nov. 27. The Toronto-based pharmaceutical company said the debentures would be redeemed for $53.375 per $50 principal amount. It said the redemption right was triggered because Biovail's common shares had traded over $45.51 per share for 20 of the previous 30 trading days. Biovail said that holders of the debentures will also receive an amount equal to the present value of the aggregate interest that would be payable on the securities during the period from the redemption date to Mar. 31, 2003, of $4.98 per $50 principal amount. This additional payment will be paid on all of the convertible debentures now outstanding, whether or not they are converted into common shares of Biovail at $30.3375 per share prior to the redemption date. Holders may choose to convert their bonds into common shares any time before until 5:00 p.m. ET on Nov. 26.

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