High Yield Calendar: $9.575 billion and €250 million deals being marketed

WEEK OF MARCH 12

TRW AUTOMOTIVE HOLDINGS CORP. $1.5 billion equivalent (Ba3//BB-): $675 million senior notes due 2014, price talk 6 7/8% area, €250 million senior notes due 2014, price talk 6 3/8% area, and $500 million senior notes due 2017, price talk 7 1/8% area; Lehman Brothers, Banc of America Securities LLC, Deutsche Bank Securities, Goldman Sachs, Merrill Lynch; Rule 144A/Regulation S; all notes non-callable with Treasuries plus 50 bps make-whole calls; to repurchase $825 million 9 3/8% senior notes due 2013, €130 million 10 1/8% senior notes due 2013, $195 million 11% senior subordinated notes due 2013 and €81 million 11¾% senior subordinated notes due 2013; Livonia, Mich., automotive industry supplier; books close 11 a.m. ET Tuesday.

BELDEN CDT INC.: $350 million senior subordinated notes due 2017 (Ba2/BB-); Wachovia Securities, (books), UBS Investment Bank (co); Rule 144A/Regulation S with registration rights; non-callable for five years; to finance LTK Wiring acquisition and repay debt; St. Louis-based signal transmission products company; price talk 7% to 7¼%; pricing Tuesday afternoon.

FREEPORT-MCMORAN COPPER & GOLD INC. $6 billion senior notes (B2/B+) in two tranches: due 2015, non-callable for four years, price talk 8% area, and due 2017, non-callable for five years, price talk 12.5 bps to 25 bps behind eight-year notes, also floating-rate notes due 2015, non-callable for two years, price talk Libor plus 300 to 350 bps; JP Morgan, Merrill Lynch & Co. (joint), co-managers to be announced; off the shelf; to help fund the acquisition; Phoenix-based mining company; books close at 5 p.m. ET Tuesday; pricing Wednesday afternoon.

HAWKER BEECHCRAFT CORP. $1.2 billion: Senior fixed-rate notes due 2015, non-callable for four years, senior PIK toggle notes due 2015, non-callable for four years, senior floating-rate notes due 2015, non-callable for two years (all eight-year notes B3/B-), and senior subordinated notes due 2017, non-callable for five years (Caa1/B-); Goldman Sachs & Co., Credit Suisse, Citigroup, Lehman Brothers (joint), UBS Investment Bank (co); Rule 144A/Regulation S with registration rights; to fund acquisition; Wichita, Kan., aircraft company; roadshow started March 7; pricing late March 12 week.

CENTENE CORP.: $175 million senior notes due 2014 (Ba3/BB); Banc of America Securities (left bookrunner), Wachovia Securities, Merrill Lynch & Co. (joint books), ABN Amro, Allen & Co., Goldman Sachs & Co. (co's); Rule 144A with registration rights; non-callable for four years; to refinance revolver and general corporate purposes; St. Louis-based provider of multi-line health care services; roadshow March 9-16; investor call 12:30 p.m. ET on March 12.

GENERAL CABLE CORP. $325 million senior notes (B1/B+): fixed-rate notes due 2017, non-callable for five years, and floating-rate notes due 2015, non-callable for two years (ratings to be determined); Goldman Sachs & Co. (books), Banc of America Securities LLC, Credit Suisse, Merrill Lynch & Co., (co's); Rule 144A with registration rights; to fund tender and for general corporate purposes; Highland Heights, Ky., wire and fiber optic and cable products company; roadshow started March 9; pricing March 16.

WEEK OF MARCH 19

PINNACLE FOODS FINANCE LLC/PINNACLE FOODS FINANCE CORP. $650 million notes: $400 million senior notes due 2015, non-callable for four years, and $250 million senior subordinated notes due 2017, non-callable for five years; Lehman Brothers, Goldman Sachs & Co. (joint books); Rule 144A/Regulation S with registration rights; to fund LBO; Cherry Hill, N.J.-based branded food products company; roadshow through middle of March 19 week.

AVENTINE RENEWABLE ENERGY HOLDINGS INC.: $300 million senior notes due 2017; JP Morgan, Goldman Sachs & Co., UBS Investment Bank (joint books), Banc of America Securities LLC, Wachovia Securities, Friedman Billings Ramsey (co's); Rule 144A/Regulation S; non-callable for five years; to fund a portion of the company's capacity expansion plans; Pekin, Ill., producer, marketer and end-to-end distributor of ethanol; roadshow March 13-21; pricing expected March 21.

MSX INTERNATIONAL INC. $200 million (B2/CCC+): 200,000 units consisting of MSX INTERNATIONAL UK PLC $350 senior secured notes due 2012, MSX INTERNATIONAL BUSINESS SERVICES FRANCE, SAS $325 senior secured notes due 2012, MSX INTERNATIONAL GMBH $325 senior secured notes due 2012; Jefferies & Co.; Rule 144A/Regulation S; non-callable for two years; two-year 35% equity clawback; to repay debt; Warren, Mich.-based provider of outsourced services to automotive industry; roadshow March 12-22.

SUN HEALTHCARE GROUP INC.: $200 million (downsized from $250 million) due 2015 senior subordinated notes due 2015 (B3/CCC+); Credit Suisse, CIBC World Markets, UBS Investment Bank (joint), Jefferies & Co.; Rule 144A; (co); non-callable for four years; to fund acquisition; Irvine, Calif., provider of long-term and post-acute care; roadshow starts March 13; pricing late March 19 week.

EXPECTED FIRST QUARTER BUSINESS

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; Denver-based specialty chemical manufacturer; expected late February or early March.

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; to fund acquisition; 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.

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 $6.4 billion including $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.

CELLU TISSUE HOLDINGS INC: Bonds; proceeds, along with cash on hand and a drawdown of existing credit facility, to fund merger with CityForest Corp., a Ladysmith, Wis.-based manufacturer of tissue paper; Cellu Tissue is an Alpharetta, Ga., manufacturer and marketer of specialty tissue; debt financing expected to close before March 31, 2007.

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.

ON THE HORIZON

GREAT ATLANTIC & PACIFIC TEA CO. INC.: $780 million senior secured high-yield bonds; Banc of America Securities LLC, Lehman Brothers, also $600 million ABL revolver; to help fund its purchase of Pathmark Stores Inc. for $1.3 billion in cash, stock and debt assumption or retirement, expected to be completed during the second half of A&P's fiscal 2007 year, structure of financing and timing pending market conditions; A&P is a Montvale, N.J.-based supermarket chain.

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.

DOLLAR GENERAL CORP.: Up to $2.1 billion high-yield bonds; debt commitment from Goldman Sachs and Lehman Brothers expected to include $2.1 billion bridge; to help fund LBO by Kohlberg Kravis Roberts & Co. LP in a transaction with a total value of $7.3 billion, expected to close 2007 third quarter; Goodlettsville, Tenn., discount retailer.

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.

FIAT NORTH AMERICA: Benchmark euro-denominated bonds with an expected 10-year maturity (Ba2/BB/BB); BNP Paribas, Calyon Securities, UBS (joint); via euro medium-term note program; guaranteed by Fiat SpA; includes change-of-control put; for general corporate purposes, including debt refinancing; a unit of Turin, Italy-based automobile manufacturer Fiat SpA.

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 March 2: FREEPORT-MCMORAN COPPER & GOLD INC. $6 billion; JP Morgan, Merrill Lynch & Co.

Started March 5: BELDEN CDT INC. $350 million; Wachovia Securities

Started March 7: HAWKER BEECHCRAFT CORP. $1.2 billion (B-); Goldman Sachs & Co., Credit Suisse, Citigroup, Lehman Brothers

Started March 9: GENERAL CABLE CORP. $325 million; Goldman Sachs & Co.

March 9-16: CENTENE CORP. $175 million; Banc of America Securities LLC

March 12-22: MSX INTERNATIONAL INC. $200 million; Jefferies & Co.

March 13-21: AVENTINE RENEWABLE ENERGY HOLDINGS INC. $300 million; JP Morgan, Goldman Sachs & Co., UBS Investment Bank

Starts March 13: SUN HEALTHCARE GROUP INC. $200 million; Credit Suisse, CIBC World Markets, UBS Investment Bank

Through mid-March 19 week: PEAK FOODS FINANCE LLC/PINNACLE FOODS FINANCE CORP. $650 million; Lehman Brothers, Goldman Sachs & Co.

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