Dayton Superior Amends Credit Agreement
2009年3月24日 - 6:00AM
ビジネスワイヤ(英語)
Dayton Superior Corporation (NASDAQ: DSUP), the leading North
American provider of specialized products for the nonresidential
concrete construction market, today announced that it has entered
into a second amendment to the revolving credit agreement with the
lender under its $150.0 million revolving credit facility. The
company also announced that it has entered into a third amendment
to the term loan credit agreement with the lenders under its $100.0
million term loan credit facility. Pursuant to the amendments, the
scheduled maturities under the senior credit facilities have been
extended until April 9, 2009. During this second extension period,
the company expects to continue negotiations with its senior
lenders on the terms of a more comprehensive amendment or
forbearance arrangement.
In addition to the previously announced interest rate increases
under the earlier amendments to the company�s senior credit
facilities, pursuant to the current amendments, the company will
pay certain fees and expenses to its senior lenders, the minimum
"Adjusted Base Rate" under such senior facilities will be increased
to 4.25%, and, under the revolving credit facility, the interest
rate on �Additional Special Overadvances� will be, at the company�s
option, �Adjusted Base Rate� plus 11.00% or LIBOR plus 10.00% (with
up to 5.00% of the total interest rate payable in-kind at the
company�s option). The company has further agreed (i) to make
interest rate payments on a monthly basis, rather than quarterly;
(ii) to amend the reporting covenants under the senior facilities
to provide for more frequent disclosures to the administrative
agent and the lenders; (iii) that it will not extend its previously
announced private exchange offer and concurrent consent
solicitation with respect to its 13% Senior Subordinated Notes due
2009 (the �Notes�) or accept for payment any Notes surrendered in
connection therewith; and (iv) to provide to the administrative
agent, on or prior to April 9, 2009, a letter of intent or
definitive term sheet for the acquisition of the company by a
person acceptable to the senior lenders on terms and conditions
satisfactory to the senior lenders.
Copies of the credit agreement amendments will be filed as
exhibits to the company's Current Report on Form 8-K to be filed
with the Securities and Exchange Commission later today.
As previously disclosed, the company continues to evaluate
possible strategic alternatives to enhance stockholder value,
including the possible sale of the company or a controlling
interest in the company, and to consider options to refinance or
otherwise restructure the company�s outstanding indebtedness. The
credit agreement amendments will provide the company with
additional time to evaluate its alternatives.
Dayton Superior can provide no assurance that the process to
explore strategic alternatives will result in a transaction or that
the process to restructure the company�s indebtedness will be
successful. As previously announced, the company does not intend to
disclose developments regarding these initiatives unless and until
a definitive agreement is entered into or the Board of Directors
determines to terminate one or both processes. There can be no
assurances that the company will be able to successfully negotiate
further amendments to its senior credit facilities, that waivers or
additional extensions can be obtained from its senior lenders on
acceptable terms in the future or that the company will be able to
secure a letter of intent or a definitive term sheet with a person
acceptable to the senior lenders or on terms satisfactory to the
senior lenders on or prior to April 9, 2009. There can be no
assurance that any alternative sources of capital and/or
alternative transactions will be available to the company on
acceptable terms or at all in the current challenging economic
environment. The company may be required to enter into a
transaction that substantially dilutes or eliminates the value of
its outstanding common stock. If the company is unable to find
suitable strategic alternatives or restructure its outstanding
indebtedness on a consensual basis, the company will be required to
seek protection under the federal bankruptcy laws.
ABOUT DAYTON SUPERIOR
CORPORATION
Dayton Superior is the leading North American provider of
specialized products consumed in nonresidential, concrete
construction, and we are the largest concrete forming and shoring
rental company serving the domestic, nonresidential construction
market. Our products can be found on construction sites nationwide
and are used in nonresidential construction projects, including:
infrastructure projects, such as highways, bridges, airports, power
plants and water management projects; institutional projects, such
as schools, stadiums, hospitals and government buildings; and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.
Note: Certain statements made herein concerning
anticipated future performance are forward?looking statements.
These forward?looking statements are based on estimates,
projections, beliefs and assumptions of management and are not
guarantees of future performance. Actual future performance,
outcomes and results may differ materially from those expressed in
forward?looking statements as a result of a number of important
factors. Representative examples of these factors include (without
limitation):
- Depressed or fluctuating market
conditions for the company�s products and services;
- operating restrictions imposed
by the company�s existing debt;
- increased raw material costs and
operating expenses;
- the ability to increase
manufacturing efficiency, leverage purchasing power and broaden the
company�s distribution network;
- the competitive nature of the
nonresidential construction industry in general, as well as
specific market areas.
This list of factors is not intended to be exhaustive, and
additional information concerning relevant risk factors can be
found in Dayton Superior�s Annual Report on Form 10?K, Quarterly
Reports on Form 10?Q, and Current Reports on Form 8?K filed with
the Securities and Exchange Commission.
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