8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES AND EXCHANGE ACT OF 1934

June 2, 2009

Date of report (Date of earliest event reported)

C2 GLOBAL TECHNOLOGIES INC.

(Exact Name of Registrant as Specified in its Charter)

FLORIDA

(State or Other Jurisdiction of

Incorporation or Organization)

0-17973	59-2291344
(Commission File No.)	(I.R.S. Employer Identification No.)

 40 King Street West, Suite 3200, Toronto, Ontario, Canada, M5H 3Y2

(Address of Principal Executive Offices)

(416) 866 3000

(Registrants Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 2, 2009 Counsel RB Capital LLC (“Counsel RB”), a majority-owned subsidiary of C2 Global Technologies Inc. (the “Company”), completed its acquisition of Greystone Private Equity LLC (“Greystone”), a subsidiary of Greystone & Co. Holdings LLC (“Greystone Holdings”), for approximately US$5.9 million. The foregoing acquisition was accomplished by entering into a certain LLC Membership Interest Purchase Agreement, dated as of May 28, 2009, by and between Counsel RB and Greystone Holdings (the “Agreement”), for the purpose of acquiring Greystone’s assets, including real estate, equipment, machinery and accounts receivable.  The real estate, equipment and machinery are held for sale and Counsel RB expects to monetize them in the near future. The purchase price for the acquisition, being approximately US $5.9 million, was payable in the following manner: (a) cash payments of approximately US $2.9 million were paid to or credited by Greystone Holdings on the closing date; and (b) the remaining balance of approximately US $3.0 million was comprised of (i) the Note (as defined below) in the principal amount of  approximately US $1.36 million, (ii) the Credit Facility (as defined below) in the amount of approximately US $1.4 million and (iii) assumption of debt in the amount of US $0.2 million, as also described below, under Item 2.03, which disclosure is incorporated herein by reference.

Item 2.03. Creation of Direct Financial Obligations.

In connection with the acquisition discussed in Item 2.01 above, which disclosure is incorporated herein by reference, Counsel RB issued a promissory note with a principal amount of approximately $1.36 million (the “Note”) to Greystone Holdings. The Note bears interest at 6% annually, with both principal and interest payable one year from the date of the issuance of the Note. Counsel RB may pre-pay the Note in full at any time, without penalty.  If any payment required under the Note is not paid when due, or if any default under the Note occurs, the entire principal amount and accrued but unpaid interest will become immediately due and payable at the option of the holder of the Note.

Concurrently with the transaction discussed in Item 2.01 above, Counsel RB arranged a revolving credit facility (the “Credit Facility”) with Israel Discount Bank of New York under the terms and provisions of a certain Loan and Security Agreement, dated as of June 2, 2009 (the “Loan Agreement”),  in order to finance the acquisition of eligible equipment for purposes of resale.  The Credit Facility bears interest at the greater of prime rate + 1.5%, or 5%, matures one year from the date of closing of the acquisition, and has an initial balance of approximately US $1.4 million. The maximum borrowing available under the Credit Facility, exclusive of the initial balance, is US $7.5 million, subject to Counsel RB maintaining a 1:2 ratio of capital funds, i.e. the sum of the Company’s tangible net worth plus subordinated indebtedness, as defined in the Loan Agreement, to the outstanding balance. The amount of any advance is determined based upon the value of the eligible assets being acquired.  The Note, the Credit Facility and the assumed debt have been guaranteed by both the Company and its parent, Counsel Corporation.

The Agreement, the Loan Agreement, the Note and the Credit Facility contain other terms and provisions customary for agreements of this nature.  The above referenced descriptions of the foregoing agreements are qualified in their entirety by reference to the complete agreements.

Section 8 – Other Events

Item 8.01 Other Events

On June 3, 2009 the Company and Counsel Corporation issued a press release describing the above events.  This release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Exhibits.

                Exhibit No. Title

99.1 Press release dated June 3, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	C2 Global Technologies Inc.
Date: June 8, 2009	By:	/s/ Stephen A. Weintraub
		Name: Stephen A. Weintraub
		Title:   Chief Financial Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

  

FOR IMMEDIATE RELEASE

Counsel Corporation Announces Important Milestones for its Counsel RB Capital Subsidiary

June 3, 2009 – Toronto, Ontario - Counsel Corporation (TSX:CXS) announced today that Counsel RB Capital LLC (“Counsel RB”) has acquired Greystone Private Equity LLC (“Greystone”), a subsidiary of Greystone & Co. Holdings LLC, for US$5.9 million, including approximately US$3.0 million in debt.  The assets of Greystone are consistent with Counsel RB’s mandate and include six separate equipment, industrial and real estate assets that Counsel RB will look to monetize in the coming weeks and months. 

Counsel RB specializes in the acquisition and disposition of distressed and surplus assets throughout North America. In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales. The acquisition of Greystone provides Counsel RB with an initial portfolio and a solid platform for growth in its area of expertise.

Counsel RB also announced that it has arranged a revolving credit facility with Israel Discount Bank of New York. This facility will further enhance Counsel RB’s capacity to acquire distressed and surplus assets, including equipment for resale, turnkey sale, bulk sale, public auction and other similar forms of disposition activity. 

 “With the acquisition of Greystone and establishment of the line of credit, we are aggressively moving forward with our mandate to opportunistically acquire assets in the current market environment,” said Allan Silber, Chairman and CEO of Counsel Corporation and C2 Global Technologies Inc.  C2 (OTCBB:COBT), 91% owned by Counsel, owns Counsel RB in partnership with its Co-CEOs.

“We have been strategically positioning ourselves to take advantage of the opportunities that have presented themselves, and we are now able to capitalize on them,” said Jonathan Reich, Co-CEO of Counsel RB.  “Greystone’s assets are consistent with what we have done over the past 20 years, and the support of Counsel together with the access to credit will allow us to seek additional investments as well,” said Adam Reich, Counsel RB’s other Co-CEO.

About Counsel Corporation

Counsel Corporation (TSX: CXS) is an international asset management firm that actively partners with businesses to achieve shared success and to unlock value through leveraging our relationships, our access to capital and our strategic market experience.  For further information, please visit Counsel’s website at www.counselcorp.com.

About Counsel RB Capital LLC

Counsel RB Capital LLC specializes in the acquisition and disposition of distressed and surplus assets throughout the United States and Canada, including industrial machinery and equipment, real estate, inventories, accounts receivables and distressed debt.  In addition to purchasing various types of assets, Counsel RB also arranges traditional asset disposition services such as on-site and webcast auctions, liquidations and negotiated sales.

About C2 Global Technologies Inc.

C2’s (OTCBB:COBT) primary business is the development and licensing of its patents, which include two foundational patents in VoIP technology.  C2 is also involved in the acquisition and disposition of distressed and surplus assets through its interest in Counsel RB Capital.  For further information, please visit C2’s website at www.c-2technologies.com.

Forward-Looking Statements

The statements made in this release that are not historical facts contain forward-looking information that involves risks and uncertainties.  All statements, other than statements of historical facts, which address Counsel’s and C2’s expectations, should be considered as forward-looking statements.  Such statements are based on knowledge of the environment in which Counsel and C2 each currently operates, but because of the factors listed herein, as well as other factors beyond Counsel’s or C2’s control, actual results may differ materially from the expectations expressed in the forward-looking statements.  Important factors that may cause actual results to differ from anticipated results include, but are not limited to, obtaining necessary approvals and other risks detailed from time to time in Counsel’s and C2’s securities and other regulatory filings.

Contact: Stephen Weintraub

Executive Vice President, Secretary & CFO

saw@counselcorp.com

Tel: (416) 866-3058