Just in case anyone cares...

Bankruptcy court confirms Dayton Superior plan
Associated Press, 10.14.09, 05:44 PM EDT

DAYTON, Ohio -- Dayton Superior Corp., which makes products used in concrete construction, said it expects to emerge from bankruptcy protection around Oct. 26.

The company said a federal bankruptcy court in Delaware had confirmed its reorganization plan was accepted by "an overwhelming majority of Dayton Superior's creditors."
On April 19, Dayton Superior filed for Chapter 11 bankruptcy protection and said it received $165 million in financing to continue its restructuring. GE Capital, the financial-services unit of General Electric ( GE - news - people ) Corp., agreed to provide the financing.

Under the plan, Dayton Superior will eliminate debt of $230 million, or about 65 percent of its total debt at the time it filed for bankruptcy protection. Annual interest payments will be reduced by about $24 million, the company said.

All existing common shares in the company are being canceled and will receive no recovery, Dayton Superior said. It will emerge with a new $110 million, four-year revolving credit facility and a $100 million term loan.

Some $170 million in senior subordinated notes will be converted into new stock of the reorganized company. Qualified note holders have purchased additional shares of stock through a $100 million rights offering backstopped by Oaktree Capital Management LP, the largest pre-petition note holder.

Oaktree will own a substantial majority of the stock of the reorganized company, which will be privately held and operated by the current management team.

You may be right, BUT, the same things were postulated over at SSCCQ months ago at .03! I was one of the few that LOVED it (see my post history on it) at that price, bought based on conversations I had with local employees as part of my overall DD, and profited ridiculously on it. Lucky? Maybe, but MANY times these Q companies fly! DD is mandatory as golden nuggets of info can enlighten skeptical ones or those who may be on the fence.

nothing left for shareholders.. only .22 on the dollar for unsecured creditors, who will get that amount in new company stock, to be taken private.

talked to someone, and sold my speculative position.

so call it 100%, although it may trade higher, that would only be traders.

My quess it's 99 % chance it's Worthless to the shareholders

the Chairman of Odyssey is on the Dayton B.O.D.

http://www.odysseyinvestment.com/index.php?page=staff

Another important point to ponder:

even if when this stock is cancelled, there is no distribution in new stock or new warrants, Odyssey would still own 47.5% of this at 19 million shares.

Might they have plans for this as a shell ?

great discovery. and since there have been no filings to indicate otherwise, indeed "current portfolio" is in all likelihood correct.

I sent e-mail through the kcclcc site inquiring whether an amendment would be necessary before Oct 7, although I already read that in one of the documents, I'm fishing.
I will also attempt to contact Zimmerman, ceo.

If we identify who manages that particular Odyssey fund, perhaps we could contact that person also.

Why have no insiders, Odyssey (47.5% !) not sold ?
Insiders could have sold easily, it's been since May this happenned, and since July when the Plan was announced.
Odyssey would have had severe difficulty selling all, but could have sold some, if they thought it would become worthless.
Two indispensable news links pertaining to breaking events in bk land:

The Daily Docket:
http://news.google.com/news/search?um=1&cf=all&ned=us&hl=en&q=%22the+daily+docket%22&cf=all&as_qdr=w&as_drrb=q

Bankruptcy Week Ahead:
http://www.google.com/search?q=%22bankruptcy%20week%20ahead%22&hl=en&output=search&tbs=qdr:w&&tbo=1

Daytona part of the fund portfolio nr2. Link here.
http://www.odysseyinvestment.com/index.php?page=portfolio&type=2

Very nice ronnie

watch it unfold here http://www.kccllc.net/DaytonSuperior



It is too early to say what value, if any, stockholders may realize following the reorganization.
http://67.192.65.138/weavecmsresources//InvestorRelations_ArtworkPDFs/DSUP%20Shareholders%20Q&A.pdf

hey IH i picked some up yesterday..
been watching and waiting for signs of life.
there's only 19 million shares.
some points to consider:

1) management owns stock and none of them sold any in all this time
2) Odyssey owns 47.5% of the common and hasn't sold any in all this time. http://www.odysseyinvestment.com (a)
3) over 55.6 million in tax write-off value (b)
4) other deals have seen old cancelled stock receive a small portion of new stock. it could happen here. It happenned with Hayes Lemmerz and is also with Lear.
5) time is running out. Oct 1 deadline for creditors to respond (enough are on board already). Oct 7 is last day for amendments (the day we need to pay close attention to, where we could get something by then), Oct 14 judge approval.

Yes there is no gurantee we get anything, but there is still a chance.

(a) We are effectively controlled by a major stockholder, whose interests may conflict with yours. Odyssey Investment Partners Fund, LP (“Odyssey”) and its affiliates control the voting of 47.8% of our common stock and, therefore, have the power to control or substantially affect the outcome of matters on which stockholders are entitled to vote. These include the election of directors, the adoption or amendment of our certificate of incorporation and by-laws, and possible mergers, corporate control contests and significant corporate transactions. Through their control of our board of directors, Odyssey and its affiliates also have the ability to appoint or replace our senior management, issue additional shares of our common stock or repurchase common stock, declare dividends or take other actions. Our controlling stockholder may make decisions regarding our company and business that are opposed to your interests or with which you disagree. To the extent the interests of our public stockholders are harmed by the actions of our controlling stockholder, the price of our common stock may be harmed.

(b) As of December 31, 2008, we had deferred tax assets of $55.6 million related to net operating loss carryforwards. We had valuation allowances for these net operating loss carryforwards and other net deferred tax assets as of December 31, 2008, as estimated levels of taxable income are less than the amount needed to realize these assets. In addition, the use of net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended. Section 382 imposes limitations on a company’s ability to use net operating loss carryforwards if a company experiences a more-than-50-percent ownership change over a three-year testing period. Some of the restructuring alternatives we are evaluating would cause a more-than-50-percent ownership change. As a result, our ability to use some of our net operating loss carryforwards in future periods may be limited as provided in Section 382.

>05 break then we start, vol trickling in.

mon 24th close .032 news court approves disclosure statement

=]

nice and quiet here.

Why? Your shares will be worthless...You need to buy the newco shares when they become available - if your are bullish on the company..

Dayton eyes october exit from bk. I'm buying some today.

you win some you lose some:
"While the Company is in chapter 11, investments in its securities will be highly speculative. Investors should assume that shares of the Company's common stock have no value. Under the proposed plan of reorganization, existing shares of the Company's common stock would be cancelled upon consummation of the Company's reorganization with no consideration being paid for such shares. The outcome of the chapter 11 restructuring case is uncertain and subject to substantial risk. There can be no assurance that the Company will be successful in achieving its financial reorganization."

Cool:) Hoping along with you... I agree about the credit situation; thinking that the ceo went with GE Capital because they might be more 'shareholder friendly'. Insiders will want to keep their positions from pre-bk, (if at all possible.)

I got a little piece today as well at .04.

HEY ht i picked up some today

dsupq i took a gamble hoping they re-emerge and get some of stim money 19 bil. Now remember dsup business was doing good, what killed them was the credit market back then, so they went bk to restructure and come back leaner.

If they get any of that stim money im hoping this buy here today will pay off, using it like a long term option.

That makes sense, I was thinking Zimmerman didn't like the hedge funds' motivation. Not in this yet.

To me it is pretty clear why the CEO of DSUP did not want to accept the DIP from the hedge funds. After acquiring a majority of the outstanding debt, OCM, Whippoorwill and Solus together refused to tender their bonds (in spite of the numerous extensions by DSUP to the tender offer). Knowing that Dayton had a deadline to restructure under the terms if its then existing loan covenant with MS, the funds figured they could take over the firm by forcing it to file and accept DIP provided by the funds. The funds acted on the premise that the firm had value in excess of the total debt (bank loan and bonds) and, thus, would be picking it up cheaply. They expected the judge to approve their DIP proposal which was initially had much more attractive terms than GE's. They should have anticipated that DSUP management would work with the bankruptcy court and GE to make sure this did not happen.
I believe equity in Dayton had value before they entered chp. 11, but it is unclear to me whether any will remain when they re-emerge...In my opinion, it is possible....

Thanks HT! For sure I'm keeping an eye open here. Appreciate the article Bud. GLTY

Hey, an interesting article on Q's...

http://www.businessweek.com/magazine/content/09_25/b4136063169698.htm

Hmm, DSUPQ's problem was a financin issue, now that GE Capital's financing is court approved, things might move forward. Still watching...

Cheers

.09 Printed. What do you make of the skinny volume? only 22k today all day. Hopefully setting up for the big one.

GLTA !!

Dayton Superior gets court approval for borrowing terms

By
Staff Report
10:48 AM Monday, June 8, 2009

WASHINGTON TWP., Montgomery County — Dayton Superior Corp., which entered bankruptcy reorganization in April, said a U.S. Bankruptcy Court judge has approved a proposal to allow the company to borrow money at a reduced rate of interest.

The court in Wilmington, Del., approved an amendment to Dayton Superior’s existing bankruptcy borrowing authorization of up to $165 million to continue operations during the court-supervised reorganization, company management said. GE Capital, financing arm of General Electric Co., is providing the credit line to Dayton Superior.

Dayton Superior provides products used for concrete construction of airports, highways, stadiums, schools and other nonresidential products.

In Chapter 11, a company operates under U.S. Bankruptcy Court protection from creditors while continuing to operate and developing a plan to reorganize its finances.

Dayton Superior entered reorganization after the recession caused a sharp decline in new construction. The company has declined to predict when it will emerge from the court-supervised process to resume normal operations.

Will do, wow that SPNG chart looks awesome. Thanks

HT, 2 of the major hotties that are boiling right now but haven't really had a blast off yet are SPNG and CEMJQ. Take a peek at them, but make sure you have a clean pair of undies handy. LOL

Cool, now you've got me thinking about this, lol.

Thanks HT. I'll be keeping an eye open here.

couple more thoughts... GE Cap lent DSUPQ enough under DIP to pay back the other bondholders. That being done, some could be converted to equity or something, GE Cap in turn allows insiders to keep shares??? Speculation (GE Cap was asking for a higher interest rate but Zimmerman still went with them.)

This was a voluntary bk, thus management took this route as part of the plan to force the bondholders to work with them, (there were plenty of amendments before this bk.)

Hi phrantic, I've also been keeping an eye. I did notice that Zimmerman wanted to work with GE Capital rather than bondholders OCM Principal Opportunities Fund IV LP, Whippoorwill Associates and Solus Alternative Asset Management. There was possibly something in their motivations that the ceo didn't like.

Remember they "take issue with the fact that the proposed DIP loan "rolls up" Dayton Superior's $111 million in existing debt on a pre-bankruptcy loan from GE Capital into the $165 million DIP loan. " post 293 here

When I posted this morning that same paragraph about the "speculative shares" caught my eye... but for me that's a standard investors caution. It's a cliche that shares in a bk could be worthless by end of restructuring.

OTOH shareholders (if I remember correctly) spent tens of thousands of $$ last year insider buying - amounting to a healthy insider ownership. So they may be able to emerge with shares intact if they could. There was a lot of volume post bk but at the time there wasn't much of a short position, (again remembering right.)

I'm in TRXAQ right now, they have an equity panel/committee and I'm fairly confident the shares will remain intact but here it could be a gamble. I might buy a small position that I'd be willing to lose and watch closely:)

GM Hang Ten. I've been keeping an eye on DSUP for quite some time now. What's your opinion on the following quote from your post:

"While the Company is in chapter 11, investments in its securities will be highly speculative. Investors should assume that shares of the Company's common stock have little or no value and will likely be cancelled upon consummation of the Company's reorganization. The outcome of the chapter 11 restructuring case is uncertain and subject to substantial risk. There can be no assurance that the Company will be successful in achieving its financial reorganization."

Specifically, what is your belief regarding the chance of the commons surviving BK? TIA

Dayton Superior Amends DIP Credit Facility as Creditors Resolve Material Differences

DAYTON, Ohio--(BUSINESS WIRE)--Dayton Superior Corporation (Pink Sheets: DSUPQ), the leading North American provider of specialized products for the nonresidential concrete construction market, today announced that the U.S. Bankruptcy Court for the District of Delaware in Wilmington has approved an amendment to its $165 million debtor-in-possession (DIP) credit facility provided by GE Capital.

This amendment to the DIP credit facility reduces the interest rate at which the company can borrow money, provides the company additional time to reach key milestones in the chapter 11 process, reduces the required EBITDA milestones and contemplates that holders of the company’s senior subordinated notes will be entitled to participate in a rights offering as part of the company’s reorganization. In connection with this amendment, the holders of the company’s senior subordinated notes and the lenders under the company’s term loan credit facility have withdrawn their objections to the DIP credit facility and have reached an understanding in principle with GE Capital on a plan for the company’s emergence from chapter 11. The company is working quickly to resolve the open issues and hopes to emerge from chapter 11 as soon as possible.

“This amendment to our DIP credit facility and the bondholders’ withdrawal of their objections are critical steps towards smoothly and quickly exiting from chapter 11,” said Rick Zimmerman, Dayton Superior's President and Chief Executive Officer. “We are encouraged that the parties have resolved their material differences and look forward to efficiently finalizing our capital restructuring process.”

As previously announced, Dayton Superior filed a voluntary petition for reorganization under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in Wilmington on April 19, 2009. Additional information about the filing for creditors and other parties is available through a link on the Company website, www.daytonsuperior.com.

While the Company is in chapter 11, investments in its securities will be highly speculative. Investors should assume that shares of the Company's common stock have little or no value and will likely be cancelled upon consummation of the Company's reorganization. The outcome of the chapter 11 restructuring case is uncertain and subject to substantial risk. There can be no assurance that the Company will be successful in achieving its financial reorganization.

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;
the Company's ability to obtain court approval with respect to its motions in the chapter 11 proceedings;
the ability of the Company to operate pursuant to the terms of the DIP facility;
the ability of the Company to prosecute, develop and consummate a plan of reorganization with respect to the chapter 11 proceedings;
risks associated with third-party motions in the chapter 11 proceedings, which may interfere with the Company's ability to develop and consummate a consensual plan of reorganization; and
the potential adverse effects of the chapter 11 proceedings on the Company's liquidity or results of operations.
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.

In drawing conclusions set out in our forward-looking statements above, we have assumed, among other things: the ability of the Company to obtain court approval with respect to its motions in the chapter 11 proceedings; the ability of the Company to operate pursuant to the terms of the DIP facility; the ability of the Company to prosecute, develop and consummate a plan of reorganization with respect to the chapter 11 proceedings; that the Company will be able to manage the risks associated with third party motions in the chapter 11 proceedings and they will not interfere with the Company's ability to develop and consummate a plan of reorganization; and the Company will be able to adequately manage any potential adverse effects of the chapter 11 proceedings on the Company's liquidity or results of operations.

No way

your think this stock will ever hit .30 again?

Little bit of volume today, at least.

welcome to IHUB and DSUPQ- and its a maybe to your question, anything can happen on wall street. DSUP did opposite of what market should have done in my experience. I wish you well..
best wishes and Happy Trading.........

Hi All,

I'm trying to draw some connections between DSUPQ and CEMJQ (which jumped over 80% today on DIP announcement).

Anyone think we'll get back over 30 cents on this stock?

Billy

DSUP, now DSUPQ

What this money could do is give Dsup the capital to payback these bondholders thru a bankruptcy proceeding, and would give them plenty of liquidity to emerge from bankruptcy with the backing of GE. The company will need to gets its share price up to remain a senior, a status they don't want to lose, they may very well have a plan for this?

These bondholders are hedgefunds. There is obvious a problem with the company taking an alternative route than the one they've layed out. The company needs to regain some solid footing...........There are so many of the hedgies that they touch almost every senior company.

The reason for the increased volatility, today, and everyday its exasberated in the market creating huge swings in one direction or the other due to hedgies.

The BS we read or hear in the news for why this or that is happening can be taken with a grain of salt. "Like you said", there is more to this story. The person behind this story is what they've been told, and has no bearing on what may be the truth?


Stanfield to Spin Off Hedge Fund Group
by James Armstrong, Reporter May 18, 2007

Stanfield Capital Partners announced Tuesday it is separating its hedge fund strategies group as a new company.

Dubbed Solus Alternative Asset Management, the new hedge fund firm will remain under the leadership of Christopher Pucillo, a partner with Stanfield Capital. Terms of the transaction were not disclosed, but the deal is expected to close by the end of June.

In a statement, Dan Baldwin, chief executive officer of Stanfield, said the separation of the hedge fund business will allow Stanfield to focus on its core leveraged loan and structured products business. The hedge fund unit, which has been in operation for the past five years, will also be able to continue to grow and develop, he said.

The new ownership structure is designed to better align the interests of key investment professionals with those of investors. Other than that, there are no changes expected in the hedge fund group, as the current team will remain in place.

New York-based Stanfield Capital was founded in 1998. The firm currently has about $11.2 billion in assets under management.

This article is interesting, aren't these the bondholders that after all the amendments, still left the ceo to go chap 11? There might be something else to the story that GE Capital can do for DSUP that the others weren't willing to do imo.

Bondholders Object To Dayton Superior's $165 Million Loan





By Jacqueline Palank
Of DOW JONES DAILY BANKRUPTCY REVIEW

A group of Dayton Superior Corp. (DSUP) bondholders is objecting to the company's proposed $165 million bankruptcy loan from General Electric Capital Corp. because they're offering to provide a "superior" financing package.

According to the group, which together holds more than 60% of Dayton Superior's outstanding bond debt, Dayton Superior is wrongly proceeding with a financing package that's "unfair" to its creditors despite the group's efforts to assist the company with its restructuring.

That includes an offer to provide a better debtor-in-possession, or DIP, loan to fund the company's operations as it restructures, the bondholders added.

"The bondholders' DIP proposal actually offers more favorable economic terms than the GE DIP for which the debtor seeks approval," they said in court papers Monday. "The bondholders' DIP proposal is superior to the GE DIP proposal in every material respect."

Specifically, bondholders OCM Principal Opportunities Fund IV LP, Whippoorwill Associates and Solus Alternative Asset Management take issue with the fact that the proposed DIP loan "rolls up" Dayton Superior's $111 million in existing debt on a pre-bankruptcy loan from GE Capital into the $165 million DIP loan.

According to the bondholders, who hold $100 million of the $161.5 million in outstanding 13% senior subordinated notes due 2009, such a roll-up is "unnecessary" because they're offering to provide an alternative financing package without any roll-ups.

They also warned that the roll-up will elevate GE Capital's $160 million-plus claim to a high priority, forcing Dayton Superior to confront a hefty claim that must be in paid in full before it may exit bankruptcy protection.

"The roll-up is also likely to hinder the debtor's eventual emergence from bankruptcy as the debtor will face the hurdle of repaying $160 million directly to GE prior to any exit from Chapter 11," the bondholders said.

The $55 million DIP loan the bondholders are offering, they say, not only lacks a roll-up but also provides increased liquidity, lower pricing, greater flexibility for Dayton Superior's exit from Chapter 11 protection and more flexible covenants.

The bondholders' loan wouldn't put their liens at a higher priority than Dayton Superior's existing secured lenders, they said, and the loan plan already has the support of the lenders who provided the company's $100 million pre-bankruptcy term loan.

Those lenders - DK Acquisition Partners LP and Silver Point Capital LP - expressed their support for the bondholders' loan on Tuesday when they filed their own objection to the GE Capital financing proposal. They say the bondholders' loan provides the same amount of money while presenting fewer obstacles.

"It commits the same $55 million of new money to fund the debtor's operations, with fewer conditions on, and more flexibility with respect to, availability of these funds than under the GE DIP proposal," they said.

What's more, they added, is that the 7.5% interest rate on the bondholders' loan is about half of GE Capital's 15.25% interest rate.

At a hearing Tuesday, the U.S. Bankruptcy Court in Wilmington, Del., was slated to consider allowing Dayton Superior to draw on a portion of the loan.

The Dayton, Ohio, company filed for Chapter 11 protection on Sunday.

(Dow Jones Daily Bankruptcy Review covers news about distressed companies and those under bankruptcy protection.)

-By Jacqueline Palank, Dow Jones Daily Bankruptcy Review; 202-862-6615; jacqueline.palank@dowjones.com

I have to admit I'm a little confused with this one. It didn't surprise me to see a bounce back when it bottomed on Monday to 0.05. Why such a continuous climb back up??? Small sell offs with strong buying pressure??? Record volume??? DSUP is reaching higher heights than before it announced CH 11 BK restructuring???

My consensus is that a lot of companies in today's markets under these harsh economic times, are just under valued and probably oversold.

Today's markets are just too hard to call & just too wacky to understand if you ask me.

GLTA:)



While the Company is in chapter 11, investments in its securities will be highly speculative. Investors should assume that shares of the Company's common stock will have little or no value and will likely be cancelled upon consummation of the Company's reorganization. The Company anticipates that its common stock will be delisted from trading on the NASDAQ National Market. The Company expects to cease filing periodic and other reports with the Securities and Exchange Commission, effective immediately. Certain information concerning the Company will be available in the bankruptcy.
The outcome of the chapter 11 restructuring case is uncertain and subject to substantial risk. There can be no assurance that the Company will be successful in achieving its financial reorganization.

I guess we should all just BUY,BUY,BUY on this fantastic news.LMAO

I read what he said, I believe he was dotting i's and crossing t's.. he had to say that. But imo very few could / would have anticipated DSUP trading like this.

the company said its shares would be worthless. How was i to read that??? CEO said worthless............i had to get out because this was market news and bad news. What ,wait and sell to someone who gets stuck with it at .39. I would not want to do that to another if this is going to worthless as per ceo words.....would you??

peace out

You are spot on Rex, the only times I have lost money off of his board is by selling too early.

looks like the pick worked out for most involved, you are your own destiny man, no one to blame for your loss except you. IH does well for a lot of people.

Me too because of IH, i removed his board mark now . bought DSUP at first because they were pumpin it fo sure and DSUP is the next 100% and don't sell too early....... yeah right,lol, We both got had and so are other buying it at the high.