Counsel amends tender for 6% convertibles

New York, Sept. 9 - Counsel Corp. amended its tender offer for its 6% convertible unsecured subordinated debentures due Oct. 31, 2003, changing the amount it is offering to all cash instead of a combination of cash, new notes and warrants.

The Toronto communications and real estate company is now offering to pay US$750 in cash per US$1,000 principal amount of the convertibles. It will also pay accrued interest.

Previously Counsel had been offering US$750 made up of US$187.50 in cash with the remainder in 8% unsecured notes due Oct. 31, 2006 plus 100 common share purchase warrants.

The new offer represents a 25% premium over the closing price of the convertibles on Sept. 8, Counsel noted.

The company has US$40.861 million of the securities outstanding.

Counsel said the offer is intended to provide holders with an alternative to receiving common shares at maturity. Under the existing terms of the securities, the company has the option to satisfy its obligation to pay principal upon redemption or at maturity by the issuance of common shares.

Counsel said it has arranged US$30 million of third-party financing at 8% for a three-year term to fund the offer. It will also issue to the lender up to 10 million common share purchase warrants with an exercise price of C$2.50 per share, expiring three years from the date of funding. The warrants are subject to the approval of shareholders and regulators.

Counsel is also seeking consents from holders of the convertibles to amend the indenture to give it the right to deliver at redemption or maturity US$750 per US$1,000 principal amount and to reduce the notice period for redemption to at least 10 days from at least 30 days.

If consents are not obtained by maturity on Oct. 31 the company said it can repay the remaining convertibles in cash or by issuing common shares.

BMO Nesbitt Burns is financial advisor for the offer.

Counsel also announced Tuesday that it will use the share payment option to satisfy the maturity of the convertibles. Holders of any securities outstanding on Oct. 31 will receive 690 common shares per $1,000 principal amount of the convertibles, equivalent to a price of $1.45 per share.

The per-share price was fixed at 95% of the weighted average trading price of the stock on the Toronto Stock Exchange converted to U.S. dollars for 20 consecutive trading days ending on the fifth trading day before notice was given.

Basis100 to buy C$5 million 6% convertibles in tender offer

New York, Sept. 9 - Basis100 Inc. said its tender offer to buy back C$5 million of its 6% convertible unsecured debentures due Dec. 30, 2006 was oversubscribed.

As a result the company will accept for payment approximately 31% of the convertibles tendered.

The Toronto provider of business services for mortgage lenders will pay $750 per $1,000 principal amount of the convertibles.

"We are very pleased with the positive response to our tender offer," said Joseph J. Murin, president and chief executive officer of Basis100, in a news release. "The purchase of debentures aligns with our ongoing strategy to positively improve our balance sheet."

The substantial issuer bid was announced on July 31 and expired at 1.00 p.m. ET on Sept. 8.

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