Dayton Superior hires Harris Williams to explore strategic alternatives

By Jennifer Chiou

New York, Jan. 15 - Dayton Superior Corp. announced that it has retained Harris Williams & Co. to evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the company or a controlling interest in the company.

The company also announced that it has retained Morgan Stanley & Co. Inc. to advise on options to refinance or otherwise restructure its outstanding debt.

On Jan. 8, the company said it extended the private exchange offer for its 13% senior subordinated notes due June 15, 2009 to 11:59 p.m. ET on Feb. 13. The offer had previously been scheduled to expire on Jan. 9, Dec. 1, Nov. 5, Oct. 6, Sept. 5 and Aug. 8. It began on July 15, 2008.

About $9.5 million of the notes had been tendered and not withdrawn as of Jan. 7, according to a previous company news release. The figure was $9.2 million on Nov. 25 and $63.7 million on Oct. 21.

The company is offering to exchange the notes in a private placement for an equal amount of newly issued senior secured notes due Sept. 30, 2014.

The new notes will bear annualized interest in cash at the greater of 12% and Libor plus 900 basis points or, at Dayton Superior's option, in kind at the greater of 12¾% and Libor plus 975 bps.

The company is also soliciting consents to amend the indenture to eliminate most of the restrictive covenants. Holders who tender their notes must also consent to the amendments.

The early consent deadline was July 25.

When the offer began, Dayton Superior said it is conditioned on holders of at least 95% of the notes tendering their notes by the early consent date.

In its 10-Q report for the third quarter, the company said the inability to complete the exchange offer prior to March or otherwise refinance the notes would likely force it to seek bankruptcy and could adversely affect its ability to continue as a going concern.

On Oct. 30, the company said it could be forced to file for bankruptcy if it is not able to complete an exchange of its senior subordinated notes.

Dayton Superior is a Dayton, Ohio-based manufacturer and distributor of metal accessories and forms used in concrete construction and masonry construction.

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