Some Gaylord Container Corp. bonds slipped two points yesterday even though on Friday the company had received Securities and Exchange Commission clearance to begin a two-pronged restructuring plan.
The SEC had declared a registration statement Gaylord filed effective, allowing the paper and packaging company to begin its restructuring plan.
The plan includes an exchange offer for holders of Gaylord's $582.8 million principal amount of subordinated debt.
But because that option requires 95% bondholder approval, Gaylord's plan also solicits bondholders' approval on a prepackaged Chapter 11 bankruptcy plan as a backup.
Company spokeswoman Kathryn Chieger said that while Gaylord prefers the quicker, more cost-effective exchange offer route, both plans treat bondholders the same way.
While the SEC go-ahead, albeit expected, was welcomed by Gaylord, weakness in paper and forest product stocks caused the bonds to soften, said Oren Cohen, a vice president of corporate bond research at Salomon Brothers Inc.
Those stocks rallied sharply in late 1991 and early 1992 on expectations of higher commodity prices. While some price increases materialized, so far most have fallen short of expectations, he said.
"I think they [stock prices] got ahead of themselves." he said.
Gaylord's stock was trading at $3.50 a share yesterday, down from its $4.87 high earlier this year, Mr. Cohen said. The stock had held in the $4 to $4.25 range until the industrywide stock correction over the past month, he said.
Because the value that Gaylord's exchange offer is closely tied to is its stock price, the bonds softened, he said. Yesterday, Gaylord's 13 3/4% subordinated debentures due 2001 and 13 1/2% subordinated notes due 1998 surrendered about two points each.
Gaylord's registration statement outlines an exchange offer to holders of its $250 million of 13 1/2% notes of 1998, $57 million of 13 1/2% subordinated notes due 1996, $150 million of 13 3/4% debentures of 2001, and $126.8 million of 16 1/2% discount subordinated notes due 1998.
Under either of the terms of the exchange offer or the prepackaged plan, bondholders can choose to receive for each $1,000 claim either: * $400 principal amount of 13 1/2% senior subordinated debentures due 2003, 13.1636 shares of Class A common stock and 66.9433 redeemable exchangeable warrants to obtain Class A stock, or: * $1,000 principal amount of 10 1/4% senior subordinated pay-in-kind notes due 2001 and 6.8218 warrants.
A claim is based on a bondholder's principal amount of subordinated debt plus accrued and unpaid interest through Dec. 31, 1991. Aggregate subordinated bondholders' claims totaled about $651 million on that date.
Gaylord Chairman and Chief Executive Officer Marvin A. Pomerantz explained the reasoning behind the two-pronged strategy.
"Our objective is to complete the financial restructuring, and the exchange offer would accomplish that goal," he said.
Mr. Pomerantz said, however, that the exchange offer's success hinges on a 95% acceptance level from bondholders. While that 95% is a tough target, Gaylord will work "aggressively" to complete the exchange offer, he said.
"At the same time, we will seek approval of the prepackaged plan so, if we are unable to reach the 95% acceptance level, we will be prepared to pursue the prepackaged plan alternative without incurring any additional delay in the restructuring process," he said.
Mr. Pomerantz noted that a prepackaged bankruptcy plan needs only a majority of the holders representing more than two-thirds of the dollar amount of the bonds. The plan's terms are nevertheless 100% binding on all bondholders.
Last December, a steering committee representing an unofficial bondholders committee agreed to tender 95% of the subordinated debt it represents and vote 100% of its subordinated debt to accept the prepackaged plan.
Mr. Cohen said a class-action suit brought by holders of Gaylord's 13 3/4% subordinated debentures due 2001 could affect the outcome of the restructuring plan. Those holders say their claim is senior to the other subordinated debt holders, he said.
"It's a little fly in the ointment and it creates some uncertainty," he said. Ms. Chieger said Gaylord believes the suit lacks merit.
Whichever path the company takes, Mr. Cohen expects it to emerge on solid ground, citing its "good cash flows."
The exchange offer and the prepackaged plan solicitation expire at 5 p.m. Eastern Daylight time on Sept. 11, unless extended.
BT Securities Corp. is serving as Gaylord's financial adviser and as dealer manager for the restructuring. First Boston Corp. is serving as financial adviser on the prepackaged restructuring.
Donaldson, Lufkin & Jenrette Securities Corp. is the unofficial bondholders committee's financial adviser. The committee's legal adviser is McDermott, Will & Emery.
Elsewhere, radio station operator EZ Communications Inc. got more than it asked for in its recent tender offer. The company yesterday said holders representing $38,534,000, or 91.7% of its 12.70% senior subordinated notes due 1996, responded to its tender offer for $37,800,000, or 90% of the notes. The offer expired Friday.
Because slightly more bonds were tendered than what the company wished to purchase, EZ Communications will pay 98.1% of the amount of notes each holder tenders, a company spokesman said. The company will begin payment on the notes by Thursday. EZ will pay holders $1,000 for each $1,000 principal amount of the notes plus accrued interest up to but not including the payment date.
In secondary trading, high-grade bond prices followed Treasuries higher. The 30-year Treasury bond gained 5/8 to yield 7.51%. High-yield bonds finished unchanged.
Salomon Inc. issued $250 million of 7.125% notes due 1999. The noncallable notes were priced at par to yield 95 basis points over comparable Treasuries. Moody's rates the offering A3, while Standard & Poor's Corp. rates it A. Salomon Brothers lead managed the offering.
Federal Home Loan Banks issued $100 million of 4.75% step-up notes due 1997 at par. Noncallable for two years, the coupon on the notes steps up to 6 1/2% after the call date. Merrill Lynch & Co. managed the offering.
Chemical Banking Corp. issued $100 million of senior floating-rate notes due 1994 at par. The noncallable notes float quarterly at 25 basis points over the three-month London Interbank Offered Rate. First Boston lead managed the offering. Moody's rates the offering Baal, while Standard & Poor's rates it A-minus.
Bankers Trust NY Co. issued $100 million of 7.125% subordinated notes due 2002. The noncallable notes priced initially at 99 to yield 7.267%, or 60 basis points over comparable Treasuries. Moody's rates the offering A2, while Standard & Poor's rates it AA-minus. Merrill Lynch lead managed the offering.