INTERNET CAPITAL GROUP, INC. (ICGE) (CCC+) said Wednesday (Nov. 14) that it had completed its previously announced tender offer for a portion of its 5½% convertible subordinated notes due 2004, which expired as scheduled at midnight ET on Nov. 13 without further extension. As of the deadline, $120.194 million principal amount of the notes had been validly tendered and not withdrawn. Internet Capital will purchase all tendered notes at a price of $295 per $1,000 principal amount, for an aggregate purchase price, including accrued interest through Nov. 13, of approximately $38.1 million. Taking into account the cash used for the debt reduction, the company revised its liquidity projection to end the year in excess of $215 million. 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 initially 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, and set an expiration deadline of Oct. 29 (subsequently extended). On Oct. 30, the company announced that it had raised the amount of the notes it would be willing to purchase to $300 million, or about 53% of the outstanding amount, and also raised the price it would be offering to $295 per $1,000 principal amount. Tendered notes could be withdrawn at any time prior to the expiration date. Internet Capital said that the funds required to consummate the offer would come from its available cash. Under the originally announced "modified Dutch auction" procedure,(subsequently shelved), 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 retained 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 manager for the offer was Credit Suisse First Boston Corporation (call toll-free at 800 820-1653 or collect at 212 538-8474) collect). The information agent was D.F. King & Co., Inc. (800 290-6433 or 212 269-5550). Chase Manhattan Trust Co. NA was the depositary in connection with the offer.

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