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Published on 2/26/2007 in the Prospect News High Yield Daily.

High Yield Calendar: $4.454 billion deals being marketed

WEEK OF FEB. 26

SEMINOLE HARD ROCK ENTERTAINMENT INC.: $500 million first-priority senior secured notes due 2014 (B1/BB); Merrill Lynch & Co.; Rule 144A for life; non-callable for two years; to help fund the Seminole Tribe of Florida's acquisition of Hard Rock International from The Rank Group; price talk Libor plus 275 bps area; books close 5 p.m. ET on Monday; pricing expected Tuesday morning.

READER'S DIGEST ASSOCIATION INC.: $600 million (decreased from $750 million) guaranteed senior subordinated notes due 2017 (Caa1/CCC+); JP Morgan, Merrill Lynch & Co., Citigroup, RBS Greenwich Capital (joint); Rule 144A with registration rights/Regulation S; non-callable for five years; term loan upsized by $150 million; to help fund $2.4 billion LBO by an investor group led by Ripplewood Holdings LLC, J. Rothschild Group, Golden Tree Asset Management, GSO Capital, Merrill Lynch and Magnetar Capital; Pleasantville, N.Y., publisher and direct marketing company; price talk 9% to 9¼%; pricing Tuesday morning.

VALASSIS COMMUNICATIONS INC. $590 million proceeds senior unsecured notes due 2015 (B3/B-): fixed-rate notes, price talk 8 3/8% area, and floating-rate notes, price talk Libor plus 325 bps; Bear Stearns & Co., Banc of America Securities LLC; Rule 144A/Regulation S; also $820 million credit facility; to fund the acquisition of ADVO Inc. for $33 per share in cash, or about $1.2 billion, including about $125 million ADVO debt; Valassis is a Livonia, Mich., marketing services company; pricing Tuesday afternoon.

UNIVISION COMMUNICATIONS INC.: $1.5 billion guaranteed senior unsecured notes due 2015 (B3/CCC+); Credit Suisse, Banc of America Securities LLC, Deutsche Bank Securities, Wachovia Securities, RBS Greenwich Capital, Lehman Brothers; also $8.25 billion credit facility and $3.9 billion of sponsor equity; proposed $460 million senior subordinated notes dropped; to help fund acquisition of Univision by Madison Dearborn Partners, Providence Equity Partners, Texas Pacific Group, Thomas H. Lee Partners and Saban Capital Group for $13.7 billion, including assumption of $1.4 billion in debt; Los Angeles-based Spanish-language media company; roadshow started Feb. 20; pricing late Feb. 26 week.

AMERICAN CELLULAR CORP.: $425 million senior notes with expected eight-year maturity, probably all fixed rate; Morgan Stanley, Lehman Brothers (joint bookrunners, with one other bookrunner to be determined); Rule 144A with registration rights; $850 million senior secured credit facility; refinance existing debt; subsidiary of Dobson Communications Corp., an Oklahoma City-based provider of wireless phone services to rural markets; quickly marketed deal to launch and price late in Feb. 26 week.

NSG HOLDINGS LLC (NORTHERN STAR GENERATION SERVICES CO. LLC): $514 million amortizing senior secured notes due 2025 (BB), with 14.4-year average life; Lehman Brothers, BNP Paribas; Rule 144A; non-callable; to repay debt, fund debt service reserve, fund acquisition of O&M Star Holdings and fund sponsor distribution; Houston-based privately held power generation company roadshow starts Feb. 27; pricing Feb. 26 week.

BUILDING MATERIALS CORP. OF AMERICA: $325 million senior secured notes due 2015 (Caa1/B) in tranches of fixed-rate notes, non-callable for four years, and floating-rate notes, non-callable for two years; Deutsche Bank Securities, Bear Stearns, JP Morgan (joint); Rule 144A for life; also $1.575 billion credit facility; to fund the acquisition of Elk Corp.; Wayne, N.J., building products manufacturer; roadshow Feb. 26-March 2; pricing March 2.

EXPECTED FIRST QUARTER BUSINESS

US ONCOLOGY HOLDINGS, INC.: $400 million of senior unsecured floating-rate PIK toggle notes; Citigroup; Rule 144A/Regulation S; Citigroup; to refinance existing senior floating rate notes and fund a dividend; Houston-based cancer treatment and research network; expected late February/early March.

RIVERDEEP INTERACTIVE LEARNING USA: $820 million senior subordinated notes; Credit Suisse, Citigroup (joint); proceeds along with $1.87 billion senior bank debt, $750 million mezzanine debt and $1.5 billion equity to fund the acquisition of Houghton Mifflin by Riverdeep from Thomas H. Lee Partners, Bain Capital Partners, LLC and Blackstone Group for $3.4 billion; Riverdeep, based in Dublin, Ireland, is a publisher of interactive products for the consumer and school markets.

HAWKER BEECHCRAFT CORP.: $1.2 billion senior subordinated notes; Credit Suisse, Goldman Sachs, Lehman Brothers; also $1.8 billion credit facility and $1.06 billion of sponsor equity; to fund acquisition of Raytheon Aircraft, the aviation division of Raytheon Co., by Onex Corp. and GS Capital Partners for approximately $3.3 billion; Wichita, Kan., manufacturer of business jet, turboprop, piston aircraft and military training aircraft; expected to launch in late February.

MACDERMID INC. $465 million: $250 million senior unsecured notes due 2014 (B2/CCC+) and $215 million senior subordinated notes due 2017 (Caa1/CCC+); Credit Suisse (sole), Goldman Sachs & Co., CIBC World Markets (co's); also $560 million credit facility; to fund 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; Denver-based specialty chemical manufacturer; expected late February or early March.

PINNACLE FOODS GROUP INC.: New high-yield bonds; Lehman Brothers expected to be involved; to fund the LBO of Pinnacle by The Blackstone Group from J.P. Morgan Partners, LLC, J.W. Childs Associates, LP, CDM Group and former bondholders of Aurora Foods Inc. for $2.16 billion in cash; Cherry Hill, N.J.-based manufacturer, marketer and distributor of branded food products; expected March business.

ALTRA HOLDINGS INC.: Add-on to 9% senior secured notes due Dec. 1, 2011 (existing ratings B3/CCC+); Jefferies and Co.; callable on Dec. 1, 2008 at 104.50, and feature an equity clawback until Dec. 1, 2007 for 35% at 109.00; proceeds, along with proceeds from recent IPO and a portion of its revolver to fund acquisition of TB Woods Corp.; Altra is a Quincy, Mass.-based electromechanical power transmission products company; original $165 million priced at par in November 2004; expected to launch late first quarter or early second quarter of 2007.

SUN HEALTHCARE GROUP INC.: $200 million (decreased from $250 million following successful equity offering) senior subordinated notes; Credit Suisse/CIBC World Markets (joint); to fund its acquisition of Harborside Healthcare Corp.; Sun is an Irvine, Calif., provider of long-term and post-acute care medical facilities and services; pricing expected late March.

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%; JP Morgan, Merrill Lynch; 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 2007 first quarter.

TRIAD HOSPITALS INC.: $1 billion to $2 billion high yield notes; JPMorgan, Goldman Sachs, Citigroup (joint bookrunners); also new bank loans; to fund acquisition of Triad by CCMP Capital Advisors and GS Capital Partners in a transaction valued at approximately $6.4 billion including approximately $1.7 billion of debt (as part of transaction Triad will tender for its $600 million 7% senior notes due 2012 and dollar-denominated 7% senior subordinated notes due 2013; Plano, Texas, owner and manager of hospitals and ambulatory surgery centers; heard to be possible late March business.

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.

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 Greenwich Capital 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.

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.

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.

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.

TELESAT: $900 million senior notes 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.

UNITED SURGICAL PARTNERS INTERNATIONAL INC.: $480 million senior subordinated notes; Citigroup, Lehman, SunTrust, UBS, Bear Stearns; also $665 million credit facility; to fund LBO by Welsh, Carson, Anderson & Stowe for about $1.8 billion, expected to close in second quarter; also $852 million equity contribution; Addison, Texas, owner and operator of short-stay surgical facilities.

USI HOLDINGS CORP. $450 million notes in two tranches: senior unsecured notes and senior subordinated notes; also $625 million credit facility via Goldman Sachs and JP Morgan; also $453 million equity; to fund LBO by GS Capital Partners for $17.00 in cash per share, transaction valued at approximately $1.4 billion, including repayment of approximately $365 million of USI debt, expected to close 2007 second quarter; Briarcliff Manor, N.Y., distributor of insurance and financial products and services to businesses.

ROADSHOWS

Started Feb. 20: VALASSIS COMMUNICATIONS INC. $590 million; Bear Stearns & Co., Banc of America Securities LLC

Started Feb. 20: UNIVISION COMMUNICATIONS INC. $1.5 billion; Credit Suisse, Banc of America Securities LLC, Deutsche Bank Securities, Wachovia Securities, RBS Greenwich Capital, Lehman Brothers

Starts Feb. 27: NSG HOLDINGS LLC $514 million; Lehman Brothers, BNP Paribas

Feb. 26-March 2: BUILDING MATERIALS CORP. OF AMERICA $325 million; Deutsche Bank Securities, Bear Stearns, JP Morgan


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