High Yield Calendar

Total amount of high-yield bond offerings being marketed: $3.125 billion

WEEK OF MAY 17

UGS CORP./UGS PLM SOLUTIONS: $550 million senior subordinated notes due 2012 (B3/B-) in dollar and euro tranches; Citigroup, JP Morgan, Morgan Stanley (joint); Rule 144A/Regulation S; also $625 million credit facility; to finance acquisition of UGS PLM by BSW Holdings, Inc. from Electronic Data Systems Corp. for $2.05 billion in cash; Plano, Tex. provider of PLM software and related services; price talk 9½% area on dollar tranche, with euro tranche 25 basis points behind dollar tranche; pricing Wednesday.

SHERIDAN ACQUISITION CORP.: $60 million add-on to the 10¼% senior secured notes due Aug. 15, 2011 (existing ratings B1/B); Jefferies & Co.; Rule 144A; callable after Aug. 15, 2007 at 105.125, 102.563, par on Aug. 15, 2009 and thereafter; equity clawback until Aug. 15, 2006 for up to 35% at 110.25; to finance the acquisition of Dingley Press; Hunt Valley, Md.-based publishing company; original $105 million priced Aug. 14, 2003; expected to price Wednesday.

CLEAN HARBORS INC.: $150 million of senior subordinated notes due 2014 (Caa1/B); Credit Suisse First Boston, Goldman Sachs & Co. (joint); Rule 144A; non-callable for five years; to refinance existing credit facility and subordinated notes, retire preferred stock; Braintree, Mass. company provides environmental remediation and hazardous waste management; roadshow concludes Monday.

LEINER HEALTH PRODUCTS: $150 million senior subordinated notes due 2012 (confirmed B3/expected CCC+); UBS Investment Bank, Credit Suisse First Boston, Morgan Stanley (joint); Rule 144A; non-callable for four years; to acquire capital stock as part of NorthCastle and Golden Gate Capital's recapitalization of the company; Carson, Calif.-based manufacturer of supplements, diet aids and pharmaceuticals; roadshow started May 12; pricing expected May 20 or 21.

TERPHANE HOLDING CORP.: $100 million senior secured notes due 2009 (B3/B-); Jefferies; Rule 144A; non-callable for three years; two-year 35% equity clawback; to fund a cash distribution to equity holders, and repay debt; producer of polyester films used in packaging and industrial applications, headquartered in Bloomfield, N.Y. and Sao Paulo, Brazil; roadshow May 6-21.

WEEK OF MAY 24

AUTOCAM CORP.: $140 million senior subordinated notes due 2014; Goldman Sachs & Co., Citigroup (joint); 144A; non-callable for five years; to fund acquisition of the company by GS Capital Partners 2000, Transportation Resource Partners (formerly Penske Capital Partners) and chief executive officer John Kennedy from Aurora Capital Group; Kentwood, Mich. manufacturer of metal components and assemblies for performance and safety critical automotive applications; roadshow started May 17; pricing mid-to-late May 24 week.

THERMACLIME, INC.: $90 million senior secured notes due 2014 (B-); Jefferies & Co (books), Guggenheim Capital Markets (co); Rule 144A/Regulation S; non-callable for five years; 35% equity clawback; to repay debt; wholly owned subsidiary of Oklahoma City-based climate control products manufacturer LSB Industries; roadshow May 14-27.

MAAX CORP.: $150 million senior subordinated notes due 2012 (B3B-); Goldman Sachs & Co. (physical books), Merrill Lynch & Co. (joint bookrunner), RBC Capital Markets (co); Rule 144A/Regulation S with registration rights; also C$333 million senior secured credit facilities and C$177 million equity contribution; to support the acquisition of MAAX Corp. and repay debt; sponsors are J.W. Childs, Borealis Private Equity Limited Partnership, and Ontario Municipal Employee Retirement System; Sainte-Marie de Beauce, Quebec-based manufacturer of bathroom products and accessories; roadshow starts May 19.

BCP CAYLUX HOLDING (CELANESE AG): $1.565 billion equivalent senior subordinated notes due 2014 in dollar and euro tranches, sizes to be determined; Morgan Stanley, Deutsche Bank Securities, Banc of America Securities (joint); Rule 144A/Regulation S (with registrations rights); non-callable for five years; to help fund €3.1 billion LBO by Blackstone; Celanese, a Kronnberg, Germany industrial chemical company, was spun off from the former Hoechst AG in 1999; roadshow May 18-19 in Europe, starts May 20 in U.S.

LANGUAGE LINE INC.: $170 million senior subordinated notes due 2012 (Caa1/CCC+); Merrill Lynch & Co, Banc of America Securities; also $375 million credit facility; to help fund Abry Partners LLC acquisition of the company from Providence Equity Partners; Monterey, Calif. provider of over-the-phone interpretation services; roadshow started May 17; pricing May 25 or 26.

MAY BUSINESS

ADESA INC.: $125 million (downsized from $200 million) senior subordinated notes due 2011 (B1); also $375 million credit facility (upsized from $350 million) via UBS, Merrill Lynch & Co.; also an IPO of common shares; to finance Adesa's spin-off from Allete Inc.; Carmel, Ind. operator of used vehicle and auto salvage auctions.

FINLAY ENTERPRISES, INC.: $200 million of bonds with likely 10-year maturity; Credit Suisse First Boston; Rule 144A; to fund tender for notes and debentures; wholly owned subsidiary of New York City-based jewelry retailer Finlay Fine Jewelry Corp.; possibly closing before end of May.

THIRD QUARTER

ROCKWOOD SPECIALTIES INC.: €500-€600 million high yield notes; Credit Suisse First Boston, Goldman Sachs & Co., UBS Investment Bank; to finance the €2.25 billion acquisition of MG Technologies CeramTec, Chemetall, Sachtleben and DNES divisions; the divisions will be combined with Rockwood; Princeton, N.J. chemical manufacturer' transaction expected to close third quarter of 2004.

2004 BUSINESS

KABEL DEUTSCHLAND GMBH: €1 billion-plus high yield bonds to fund purchase of former Deutsche Telekom assets Ish GmbH, Kabel BW and Iesy eKabel Hessen GmbH for €2.7 billion; Deutsche Bank, Goldman, Sachs & Co. advisors; largest cable network operator in Europe acquired in 2003 from Deutsche Telekom by a consortium of financial investors comprised of Apax Partners, Providence Equity Partners and Goldman Sachs Capital Partners; regulatory approval for the takeovers expected by fourth quarter of 2004.

ON THE HORIZON

APPLETON PAPERS INC.: $350 million via two Rule 144A/Regulation S tranches: $150 million senior notes due 2011 (B2) and $200 million of senior subordinated notes due 2014 (B3); Bear Stearns & Co., UBS Investment Bank; also new credit facility; to repay debt; carbonless paper and printing products company headquartered in Appleton, Wis.

CONCENTRA OPERATING CORP.: $150 million senior subordinated notes due 2012 (B3/B-); Rule 144A; proceeds along with borrowings under amended senior credit agreement, together with $48 million of cash to fund tender for 13% senior subordinated notes due 2009, Credit Suisse First Boston dealer manager, and pay a dividend of approximately $97 million to Concentra Inc., its parent, to enable Concentra Inc. to pay a dividend to its stockholders; Addison, Tex company provides financial services to health care industry.

AMERICAN EQUITY INVESTMENT LIFE HOLDING CO.: $150 million senior notes due 2014 and 2016 (BB+); Merrill Lynch & Co., Raymond James, Advest, Wachovia Securities; off-the-shelf; non-callable for life; to refinance bank debt and general corporate purposes; West Des Moines, Iowa-based underwriter of annuity and insurance products; delayed May 7 pending Fitch rating.

CHESAPEAKE ENERGY CORP.: $300 million senior notes; to help fund $425 million acquisition of Greystone Petroleum LLC; Oklahoma City natural gas producer.

NEXTEL PARTNERS: senior notes and new credit facility; Morgan Stanley & Co., JP Morgan; Rule 144A/Regulation S; to fund tender for $356.95 million of 11% senior notes due 2010, dealer managers, offer expires May 25; Kirkland, Wash-based wireless communications company.

TENNECO AUTOMOTIVE: $420 million senior subordinated notes; Rule 144A; also approximately $150 million issue of common stock via JP Morgan, Citigroup; to repurchase $500 million of 11 5/8% senior subordinated notes due 2009; Lake Forest, Ill. auto parts maker.

HOLLYWOOD ENTERTAINMENT: $600 million: $400 million senior notes $200 million senior subordinated notes; UBS Investment Bank; Rule 144A; to fund acquisition of Oscar by Carso Holdings Corp., a Delaware corporation formed by affiliates of Leonard Green & Partners, LP.

HYUNDAI MOTOR CO.: $150-$200 million offshore floating-rate bonds (Ba1/BB), maturity to be determined; to repay debt; South Korean auto maker; pre-marketing.

US UNWIRED INC.: Debt securities to fund tender for $400 million 13 3/8% senior subordinated discount notes due 2009, Lehman Brothers dealer manager, offer expires June 9; Lake Charles, La. company holds direct or indirect ownership interests in five PCS affiliates of Sprint: Louisiana Unwired, Texas Unwired, Georgia PCS, IWO Holdings and Gulf Coast Wireless. Through Louisiana Unwired, Texas Unwired, Georgia PCS.

PANAMSAT CORP.: High yield bonds and new credit facility; hear Credit Suisse First Boston, Citigroup to lead both components; to finance $4.3 billion acquisition by Kohlberg Kravis Roberts & Co. from The DirecTV Group Inc., expected to be completed in second half of 2004; Wilton, Conn. satellite operator.

CABLECOM HOLDING AG: CHF450 million high yield bond issue (CCC+); CHF1.4 billion credit facility via BNP Paribas, Credit Suisse First Boston, Deutsche Bank Securities, Goldman Sachs & Co., JP Morgan; to refinance debt; Swiss cable TV company.

ADELPHIA COMMUNICATIONS CORP.: $3.3 billion 10-year senior unsecured notes; non-callable for five years; part of $8 billion bond and bank loan exit financing from Chapter 11; Deutsche Bank Securities; Greenwood Village, Colo. cable television company.

SEITEL, INC.: $180 million high-yield bonds to help fund exit from Chapter 11; Houston seismic information and technology company.

SICPA: €150 million; BNP Paribas, Credit Suisse First Boston.

GLOBAL MOTORSPORT GROUP INC.: $85 million senior secured notes due 2008 (B-); Jefferies & Co.; Rule 144A; non-callable for three years; to repay bank debt; Morgan Hill, Calif.-based aftermarket supplier of motorcycle parts.

LOEWS CINEPLEX THEATRES: senior subordinated notes; Rule 144A; coming with senior credit facility and IPO; IPO via Goldman Sachs, Citigroup, Credit Suisse First Boston and Merrill Lynch; to repay debt and for general corporate purposes; motion picture exhibitor headquartered in New York City.

DNO ASA: Two new bond loans; to refinance existing bond loans and finance new investment in petroleum licenses, mainly on the Norwegian shelf; terms to be set at a board meeting in the last week of May.

US ONCOLOGY: $625 million high yield bonds to help fund LBO by Oiler Acquisition Corp., an affiliate of Welsh, Carson, Anderson & Stowe IX, LP; also $500 million senior secured credit facility via JPMorgan Chase Bank, Wachovia Bank and Citicorp North America Inc.

INCOME SECURITIES OFFERINGS IN THE MARKET

B&G FOODS HOLDINGS CORP.: $436-$466 million (proceeds) from sale of 30.05 million Enhanced Income Securities (EIS): made up of shares of class A common stock and $180.3 million senior subordinated notes due 2016, expected to price between $14.50 and $15.50 per EIS; ALSO separate offering of $25 million senior subordinated notes due 2016; RBC Capital Markets, Credit Suisse First Boston, Merrill Lynch & Co. (joint books), Lehman Brothers and Piper Jaffray; registered; to repay bank debt, call $220 million 9 5/8% senior subordinated notes due 2007 at 103.208 and repurchase preferred stock and a significant portion of outstanding class B common stock; Parsippany, N.J. manufacturer of food products.

EYE CARE CENTERS OF AMERICA: $375 million Income Units comprised of class A common stock and senior subordinated notes due 2014; Banc of America Securities, Merrill Lynch & Co. (books), Citigroup, Lehman Brothers (co's); proceeds along with available cash to repay credit facility, redeem $100 million 9 1/8% senior subordinated notes due May 1, 2008 and $50 million subordinated term notes, also redeem all outstanding preferred stock and repurchase common stock from existing shareholders; San Antonio, Tex. prescription optical retail chain owner.

RURAL LEC ACQUISITION LLC: $190 million income deposit securities comprised of class A common stock and senior subordinated notes due 2019; CIBC World Markets, RBC Capital Markets; to repay $81.2 million of the company's long-term notes payable Libor plus 275 basis points and Libor plus 375 basis points and $18 million Mid-Missouri Holding long-term notes issued at 12-month Libor plus 150 basis points and for general corporate purposes; Oneonta, Ala. provider of telephone services in Alabama and Missouri, plans to change its name to Otelco Inc. before the offering closes.

ROADSHOWS

May 6-21: TERPHANE HOLDING CORP. $100 million; Jefferies; Rule 144A; 5NC3

Started May 7: CLEAN HARBORS INC. $150 million; Credit Suisse First Boston, Goldman Sachs & Co.; Rule 144A; 10NC5

Started May 12: LEINER HEALTH PRODUCTS $150 million; UBS Investment Bank; Rule 144A; 8NC4

May 14-27: THERMACLIME, INC. $90 million; Jefferies & Co.; Rule 144A/Regulation S; 10NC5

Started May 17: AUTOCAM CORP. $140 million; Goldman Sachs & Co., Citigroup; Rule 144A; 10NC5

Started May 17: LANGUAGE LINE INC. $170 million; Merrill Lynch & Co, Banc of America Securities; eight-year

Starts May 18 in Europe, May 20 in U.S.: BCP CAYLUX HOLDING (CELANESE AG) $1.565 billion; Morgan Stanley; Rule 144A/Regulation S; 10NC5

Starts May 19: MAAX CORP. $150 million; Goldman Sachs & Co.; Rule 144A/Regulation S; 8NC4

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