High Yield Calendar: $1.990 billion deals being marketed

WEEK OF FEB. 5

INVACARE CORP.: $175 million senior notes due 2015 (B2/B-); Banc of America Securities LLC (books), KeyBank (joint lead); Rule 144A with registration rights; non-callable for four years; to repay existing debt; Elyria, Ohio-based manufacturer and distributor of medical equipment used in the home; roadshow starts Jan. 25; pricing Feb. 5 week.

PNA INTERMEDIATE HOLDING CORP.: $150 million senior floating-rate PIK toggle notes due 2013 (Caa1/B-); Banc of America Securities LLC (books), Citigroup, Goldman Sachs & Co., UBS Investment Bank, Jefferies & Co. (co's); Rule 144A with registration rights; callable immediately at par, then at 102 in year two, 101 in year three, par thereafter; 75 bps PIK toggle feature; mandatory offer to repurchase upon equity offering; to fund a dividend to Platinum Equity; intermediate holding company of Atlanta-based PNA Group, which processes steel and distributes it to fabricators, manufacturers and distributors; Roadshow Feb. 1-5, pricing early Feb. 5 week.

JARDEN CORP.: $400 million senior subordinated unsecured notes due 2017 (B3/B-); Lehman Brothers, Citigroup (joint books), Goldman Sachs, CIBC World Markets, ABN Amro (senior co's), BNY Capital Markets, NatCity Investments, SunTrust Robinson Humphrey, Wachovia Securities (co's); SEC registered; make-whole call first five years, then at premium; three-year 35% equity claw; change-of-control put; to fund tender for $180 million 9¾% senior subordinated notes due 2012 and pay down about $200 million of the term loan and for general corporate purposes, including the funding of capital expenditures and potential acquisitions; Rye, N.Y.-based provider of niche consumer products used in and around the home; launched Friday, Boston on Monday, New York on Tuesday, pricing expected Wednesday.

PGS INC.: $190 million senior subordinated notes due 2015 (B-); Wachovia Securities, Goldman Sachs (joint); non-callable for four years; to fund the LBO of the company by Veritas; Troy, Mich., provider of information management and outsourcing services to government agencies; roadshow begins Jan. 30; pricing expected Feb. 7.

TERRESTAR NETWORKS INC.: $450 million senior secured discount notes due 2015, with four-year zero coupon; JP Morgan, Lehman Brothers, UBS Investment Bank; Rule 144A with registration rights/Regulation S; non-callable for four years; for general corporate purposes; a majority-owned subsidiary of Motient Corp., TerreStar is a developer, builder and operator of an IP-based integrated satellite and terrestrial communications network and has corporate offices in Reston, Va., and Lincolnshire, Ill.; roadshow started Jan. 30; pricing expected Feb. 7.

CALFRAC HOLDINGS LP: $125 million senior notes due 2015 (B1/B); RBC Capital Markets, Morgan Stanley; Rule 144A/Regulation S; non-callable for four years; to repay bank debt, fund capital expenditures and for general corporate purposes; a Delaware limited partnership indirectly wholly owned by Calfrac Well Services Ltd., a Calgary, Alta.-based specialized oilfield services provider; roadshow started Jan. 31; pricing expected Feb. 5 week.

SEITEL INC.: $400 million senior notes due 2014 (B3/B-); Morgan Stanley, Deutsche Bank Securities, UBS Investment Bank (joint); Rule 144A with registration rights; non-callable for four years; to fund the acquisition of Seitel by ValueAct Capital and refinance existing debt; Houston-based provider of seismic data to the oil and gas industry; roadshow starts Feb. 1; pricing expected late Feb. 5 week.

EXPECTED FEBRUARY BUSINESS

GREAT CANADIAN GAMING CORP.: $170 million subordinated notes due 2015 (B2/B+); Goldman Sachs & Co.; Rule 144A for life/Regulation S; non-callable for four years; also $400 million credit facility; to repay the company's bridge loan and provide working capital, capital expenditures and for general corporate purposes; gaming and entertainment company based in Richmond, B.C.; roadshow expected to start Jan. 29 week.

AMERIPATH INTERMEDIATE HOLDINGS, INC.: $125 million senior unsecured floating-rate PIK toggle notes due 2014; Rule 144A; to repay revolver and general corporate purposes including various contemplated acquisitions; newly formed direct subsidiary of AmeriPath Holdings Inc. and direct parent of AmeriPath, a Palm Beach Gardens, Fla., provider advanced pathology testing and disease management services; expected to close in February.

ON THE HORIZON

ADESA INC.: $1.1 billion high-yield bonds; also $1.79 billion credit facility; Bear Stearns, UBS, Goldman Sachs, Deutsche Bank Securities lead banks on financing; bonds backed by $600 million senior unsecured bridge loan and $500 million senior subordinated unsecured bridge loan; to finance LBO by Kelso & Co., GS Capital Partners, ValueAct Capital and Parthenon Capital in a transaction valued at about $3.7 billion; Carmel, Ind., provider of wholesale vehicle auctions and used vehicle dealer floorplan financing.

ADVANCED MEDICAL OPTICS INC.: $200 million to $300 million high-yield bonds; also $500 million to $600 million credit facility via UBS, Bank of America and Goldman Sachs (UBS left lead); to fund acquisition of Irvine, Calif.-based laser vision correction products company IntraLase Corp. for about $808 million in cash, expected to be completed early in the second quarter; Santa Ana, Calif.-based Advanced Medical develops and manufactures medical devices for the eyes.

AMERICAN PACIFIC CORP.: $110 million senior notes due 2015 (B2/B); Rule 144A/Regulation S; to refinance existing credit facilities, fund an earnout in connection with the 2005 purchase of its fine chemicals business and repay other debt related to the purchase of its fine chemicals business, remaining proceeds, if any, for general corporate purposes; manufacturer of specialty and fine chemicals, headquarters in Las Vegas.

ARMOR HOLDINGS INC.: $400 million senior subordinated notes (B1/B+); company disclosed in a 10-Q filed Oct. 31 with the SEC that it is monitoring the interest rate environment seeking an opportunity to return with the transaction it withdrew on June 27, 2006 due to market conditions; Jacksonville, Fla., maker of security products.

BIOMET INC.: $2.565 billion in senior unsecured and/or senior subordinated unsecured high-yield notes, also $4.35 billion senior secured credit facility; financing to be led by Bank of America, Goldman Sachs, Bear Stearns, Lehman Brothers, Merrill Lynch and Wachovia; to finance LBO by Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG in a transaction with a total equity value of about $10.9 billion, expected to be completed on or before Oct. 31, 2007; Biomet is a Warsaw, Ind., designer and manufacturer of musculoskeletal medical products.

CLEAR CHANNEL COMMUNICATIONS INC.: $4.1 billion high-yield bonds and $17.375 billion credit facility; Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, RBS and Wachovia are lead banks on the debt financing; to help back its leveraged buyout by Thomas H. Lee Partners, LP and Bain Capital Partners, LLC, expected to be completed by the end of 2007; $2.6 billion senior unsecured bridge loan and a $1.5 billion senior subordinated unsecured bridge loan backing bonds; San Antonio media and entertainment company.

CONSUMER SOURCE INC.: $150 million second-lien loan and/or notes; to fund dividend to Primedia Inc., which Primedia will use to extinguish all existing bank debt; Consumer Source is a New York-based publisher and distributor of free real estate and automobile guides.

EXPRESS SCRIPTS INC.: $13.4 billion of bank loans and bonds, but possibly just bank debt; financing commitment from Citigroup and Credit Suisse; to help fund buyout bid for Caremark Rx Inc.; Express Scripts is a Maryland Heights, Mo., provider of pharmacy benefit management services; transaction expected in third quarter of 2007.

FREEPORT-MCMORAN COPPER & GOLD INC.: $6 billion in unsecured high-yield bonds with seven- to 10-year maturity to price in the area of 8¼%; also $10.5 billion in secured institutional term loans; financing commitment from JP Morgan, Merrill Lynch; to help fund the acquisition of Phelps Dodge for $25.9 billion in cash and stock; combined mining company will retain the name Freeport-McMoRan and be based in Phoenix; expected late January business.

HUNGARIAN TELEPHONE AND CABLE CORP. (HTTC): €200 million floating-rate notes; Merrill Lynch & Co., BNP Paribas, Calyon Securities; in connection with HTTC's acquisition of Invitel; HTTC, 62% owned by Danish telecom, TDC, with remaining shares traded on Nasdaq, has headquarters in Budapest and Seattle; expected in second quarter of 2007.

KINDER MORGAN INC.: $14.5 billion of funded debt including senior and/or subordinated notes; to help fund proposed $22 billion buyout of the company by management and equity investors led by Goldman Sachs, Citigroup, Deutsche Bank, Wachovia, Merrill Lynch, expected to be completed by early 2007; Houston-based energy infrastructure provider.

MACDERMID INC.: $465 million high-yield bonds, also $560 million credit facility; financing to be led by Credit Suisse; public-to-private transaction in which Daniel H. Leever, chairman and CEO, and investment funds managed by Court Square Capital Partners and Weston Presidio will acquire MacDermid in a deal valued at more than $1.3 billion, including the assumption or repayment of about $301 million of debt; transaction expected to close in the first half of 2007; MacDermid is a Denver-based specialty chemical manufacturer.

OSI RESTAURANT PARTNERS INC.: $800 million high-yield notes; Banc of America Securities LLC, Deutsche Bank; also $1.35 billion credit facility; to fund the LBO by an investor group comprised of Bain Capital Partners, LLC, Catterton Partners and company founders Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon, expected to close prior to the end of April 2007; Tampa, Fla., casual dining restaurants company.

PAPELES INDUSTRIALES DE MICHOACAN SA DE CV: $320 million senior guaranteed notes due 2016 (Ba3/BB-/BB-); Citigroup; Rule 144A/Regulation S (no registration rights); non-callable for five years, three-year equity clawback; for acquisition finance; issuer formed when Kimberly-Clark de Mexico SA de CV spun off paper and notebooks division.

REALOGY CORP.: $3.65 billion bonds expected to be comprised of $2 billion senior unsecured notes, $750 million senior unsecured PIK toggle notes and $900 million senior subordinated notes; JP Morgan, Credit Suisse, Bear Stearns, Citigroup (joint); also $4.27 billion credit facility; also $1.99 billion equity commitment; to fund the approximately $9 billion LBO by Apollo Management expected to close in the spring of 2007; Parsippany, N.J., real estate franchisor.

RITE AID CORP: $875 million six-year notes (could be increased by $850 million if Jean Coutu 8½% senior subordinated notes are not assumed); Citigroup; also $1.105 billion senior secured term loan; to fund the acquisition of Jean Coutu Group USA Inc., transaction expected to close late 2006 or early 2007; Rite Aid is a Camp Hill, Pa., national drugstore chain.

SUN HEALTHCARE GROUP INC.: $250 million senior subordinated notes; also $505 million senior secured credit facility via Credit Suisse and CIBC; to fund its acquisition of Harborside Healthcare Corp., expected to close in first half of 2007; Sun is an Irvine, Calif., operator of long-term and postacute care facilities, and a provider of therapy, medical staffing, home care and hospice services.

TELESAT: $900 million bonds and $2.2 billion credit facility; Morgan Stanley, UBS Investment Bank to lead financing; to help fund acquisition of Telesat by a joint venture company formed by Loral Space & Communications Inc. and the Public Sector Pension Investment Board, expected to close by mid-2007; new company will be one of the world's largest operators of telecommunications satellites, with a combined fleet of eleven satellites and four additional satellites to be launched over the next three years.

UNIVISION COMMUNICATIONS INC.: $2 billion high-yield bonds via Credit Suisse (Deutsche Bank, Bank of America Securities and Wachovia expected to be involved), also new $8.25 billion credit facility; to help back leveraged buyout by Madison Dearborn Partners, Providence Equity Partners, Texas Pacific Group, Thomas H. Lee Partners and Saban Capital Group; expected to close in spring 2007; Los Angeles-based Spanish-language media company.

HOLDCO PIK LOAN/NOTES

LOUIS TOPCO LTD. (holding company)/CEVA LOGISTICS (formerly TNT Logistics): €250 million PIK loans due June 2017 (six months after the existing senior subordinated notes), exchangeable into notes; Credit Suisse; callable after six months at 103; to fund a dividend; Netherlands-based logistics company; price talk three-month Euribor plus 775 bps area at 99.00; pricing Monday.

ROADSHOWS

Started Jan. 25: INVACARE CORP. $175 million; Banc of America Securities LLC

Started Jan. 29 week: GREAT CANADIAN GAMING CORP. $170 million; Goldman Sachs & Co.

Started Jan. 30: PGS INC. $190 million; Wachovia Securities, Goldman Sachs

Started Jan. 30: TERRESTAR NETWORKS INC. $450 million; JP Morgan, Lehman Brothers, UBS Investment Bank

Started Jan. 31: CALFRAC HOLDINGS LP $125 million; RBC Capital Markets, Morgan Stanley

Feb. 1-5: PNA INTERMEDIATE HOLDING CORP. $150 million; Banc of America Securities LLC

Starts Feb. 1: SEITEL INC. $400 million; Morgan Stanley, Deutsche Bank Securities, UBS Investment Bank

Starts Feb. 5: JARDEN CORP. $400 million; Lehman Brothers, Citigroup

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