High Yield Calendar: $3.565 billion and £640 million deals being marketed

WEEK OF APRIL 23

OSI RESTAURANT PARTNERS LLC: $550 million (decreased from $700 million with $150 million shifted to term loan) senior notes due 2015 (Caa1/B-); Banc of America Securities LLC (left books), Deutsche Bank Securities (joint books), ABN Amro, GE Capital Markets, Rabo Securities, SunTrust Robinson Humphrey, Wells Fargo Securities (co's); Rule 144A with registration rights; non-callable for four years; also $1.35 billion credit facility; to fund LBO; Tampa, Fla., casual dining restaurants company; price talk 9 5/8% to 9 7/8%; books fully close 10 a.m. ET Thursday, pricing thereafter.

CLARKE AMERICAN CORP.: $615 million senior notes due 2015 (Caa1/B-) in floating-rate notes, non-callable for two years, price talk Libor plus 475 bps, and fixed-rate notes, non-callable for four years, price talk 9¾% area; Credit Suisse, Bear Stearns & Co., Citigroup, JP Morgan; Rule 144A/Regulation S; acquisition financing; San Antonio-based provider of checks and related products, and direct marketing services; books close end of day, Wednesday; pricing expected Thursday.

USI HOLDINGS CORP. $425 million in two tranches: $225 million senior floating-rate notes due 2014 (B3/CCC), 7.5-year tenor, non-callable for two years, price talk Libor plus 400 to 425 bps, and $200 million senior subordinated notes due 2015 (Caa1/CCC), non-callable for four years, price talk 10% to 10¼%; Goldman Sachs & Co., JP Morgan (joints); Rule 144A for life/Regulation S; also $625 million credit facility; to fund LBO and refinance USI debt; Briarcliff Manor, N.Y., insurance and financial products and services company; books close 5 p.m. ET Wednesday; pricing Thursday.

COUNTRYWIDE PLC (CASTLE HOLDCO 4, LTD.) £640 million in three tranches: £370 million senior secured notes due 2014 (B2/B), non-callable for one year, price talk three-month sterling Libor plus 275 to 300 bps, £100 million senior secured toggle notes due 2014 (B2/B), non-callable for one year, 25 to 50 bps behind senior secured cash-pay notes, £170 million senior notes due 2015 (Caa1/CCC+), non-callable for four years, price talk 10% area; Credit Suisse, Deutsche Bank Securities, Goldman Sachs & Co.; Rule 144A for life/Regulation S; to fund acquisition of Countrywide by Apollo Management; London-based estate agent; books close 8 a.m. ET on Thursday, pricing thereafter.

CHINA PROPERTIES GROUP: $300 million senior unsecured notes due 2014 (B1/B+); Merrill Lynch & Co.; Rule 144A for life; non-callable for four years; to finance existing projects and potentially acquire new properties; price talk 9¼% to 9½%; pricing Friday.

CARILLON LTD.: $100 million floating-rate U.S. wind-risk catastrophe bonds to be redeemed on Jan. 8, 2011 (B); Morgan Stanley; Rule 144A; coupon to float at a spread to three-month Libor; catastrophe trigger is Property Claims Services industry loss estimates related to wind damages in the United States; proceeds will be used to fund a collateral account; counterparty is Munich RE (Aa3/AA-); Europe roadshow expected to start April 18, U.S. roadshow week of April 23.

WEEK OF APRIL 30

SAINT ACQUISITION CORP. (to be merged with and into SWIFT TRANSPORTATION CO. INC.) $835 million second-priority senior secured notes (B-): Fixed-rate notes due 2015, non-callable for two years, and fixed-rate notes due 2017, non-callable for five years; Morgan Stanley (left books), Wachovia Securities, JP Morgan (joint books), ABN Amro (co); Rule 144A for life/Regulation S; 35% equity clawbacks for both tranches; to fund a portion of the acquisition of the company; Phoenix-based freight carrier; roadshow started April 23; pricing April 30 week.

ATLANTIC EXPRESS TRANSPORTATION CORP.: $165 million senior secured floating-rate notes due 2012 (Caa1/CCC+); Jefferies & Co.; Rule 144A/Regulation S with registration rights; non-callable for one year; to refinance existing debt and for general corporate purposes; Staten Island, N.Y., provider of student transportation; roadshow started April 19; pricing week of April 30.

LOCAL TV FINANCE LLC: $190 million senior toggle notes due 2015 (CCC+); UBS Investment Bank (left bookrunner), Deutsche Bank Securities (joint bookrunner); Rule 144A for life; non-callable for four years; to partially fund LBO by Oak Hill Capital Partners; company owns nine local TV stations formerly owned by the New York Times Broadcast Media Group; roadshow April 25-May 1; pricing expected May 2.

DUNE ENERGY INC.: $285 million senior secured notes due 2012; Jefferies & Co.; Rule 144A; non-callable for three years; three-year 35% equity clawback; to finance the acquisition of Goldking Energy Corp. common stock from Goldking Energy Holdings, LP and refinance existing Dune debt; also concurrent 140,000 share convertibles offering; Houston-based energy company; roadshow April 24 to April 30 week.

RARE RESTAURANT GROUP LLC/RRG FINANCE CORP. (to be renamed MASTRO'S RESTAURANTS LLC): $100 million senior secured notes due 2014; Jefferies & Co.; Rule 144A; make-whole call first four years, then callable at a premium; 35% equity clawback; part of the financing related to the acquisition of the Mastro's restaurants and related assets; Woodland Hills, Calif., restaurant company; roadshow April 25 to May 3.

EXPECTED SECOND QUARTER BUSINESS

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.

SMART & FINAL INC.: $200 million senior subordinated notes, also $325 million credit facility via Bank of America, Bear Stearns and Credit Suisse; to fund the LBO by Apollo Management, LP, estimated value $812.9 million, expected to close in the second quarter; Smart & Final is a City of Commerce, Calif., operator of non-membership warehouse stores for food and foodservice supplies.

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.

THE SERVICEMASTER CO.: $1.15 billion high-yield bonds; Banc of America Securities LLC, Citigroup, JP Morgan; also $3.35 billion credit facility; to fund the LBO of the company by Clayton, Dubilier & Rice, Inc., total enterprise value is $5.5 billion; expected late second-quarter business.

UNIVERSAL HOSPITAL SERVICES INC.: New high-yield notes related to the acquisition of the company by Bear Stearns Merchant Banking, transaction expected to close in second quarter of 2007, and the expected tender for Universal Hospital Services' $260 million 10 1/8% senior notes due 2011; Edina, Minn.-based provider of medical equipment lifecycle services.

ON THE HORIZON

AFFILIATED COMPUTER SERVICES INC.: $2.515 billion of high-yield notes and $4.05 billion senior secured credit facility; to help finance public-to-private bid by Darwin Deason, founder and chairman, and Cerberus Capital Management LP for about $8.2 billion; Citigroup has provided the bidders with a "highly confident" letter regarding its ability to raise the necessary debt; investment partners are prepared to enter into negotiations with the company immediately and are ready to move quickly to complete the transaction; Dallas-based provider of business process outsourcing and information.

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 by Oct. 31, 2007; Biomet is a Warsaw, Ind., designer and manufacturer of musculoskeletal medical products.

CLAIRE'S STORES INC. $937 million notes: $537 million senior unsecured notes and $400 million senior subordinated notes; Bear Stearns, Credit Suisse, Lehman Brothers; also $1.65 billion credit facility; to fund LBO by Apollo Management, LP; Pembroke Pines, Fla., specialty retailer; expected third quarter of 2007.

CLEAR CHANNEL COMMUNICATIONS INC.: $2.6 billion high-yield bonds (decreased from $4.1 billion) and 19.525 billion credit facility (upsized from $17.375 billion); 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; also $3.44 billion sponsor equity; San Antonio media and entertainment company.

COMMUNITY HEALTH SYSTEMS INC.: $3.365 billion unsecured notes; Credit Suisse, Wachovia Securities, backed by $3.365 billion bridge loan; also $6.95 billion credit facility; to help fund acquisition of Triad Hospitals Inc.; Nashville operator of general acute care hospitals in non-urban communities; expected in market during second or third quarter of 2007.

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. $2.1 billion bonds: $1.45 billion senior unsecured notes, $650 million senior subordinated notes, backed up by $2.1 billion bridge loans via Goldman Sachs, Citigroup, Lehman Brothers, Wachovia ; also $3.5 billion credit facility; to help fund LBO, expected to close third quarter of 2007; Goodlettsville, Tenn., discount retailer.

HUB INTERNATIONAL LTD. $590 million: $340 million senior unsecured notes and $250 million of senior subordinated notes backed by bridge loans provided by Morgan Stanley and Merrill Lynch; also $795 million credit facility; to help fund LBO by Apax Partners and Morgan Stanley Principal Investments, expected to close late 2007 second quarter; Chicago-based insurance broker.

INTEGRA TELECOM INC.: $215 million senior notes; Deutsche Bank and CIBC have provided the company with the commitment letter to purchase the notes; also $965 million revolver via Deutsche Bank, Morgan Stanley and CIBC; to help fund the acquisition of Minneapolis-based Eschelon Telecom, Inc. and repay Eschelon debt; transaction expected to close in third quarter of 2007; Integra is a Portland, Ore.-based provider of telecommunications and internet services for businesses.

INVERNESS MEDICAL INNOVATIONS INC.: $450 million of unsecured senior subordinated notes backed by a commitment for a $450 million senior subordinated unsecured bridge loan facility with UBS as the sole arranger; also $1.3 billion credit facility; financing backing bid to purchase Biosite Inc., a San Diego-based bio-medical company; Inverness is a Waltham, Mass.-based developer of advanced diagnostic devices.

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.

LAUREATE EDUCATION INC. $1.05 billion: $725 million senior unsecured notes and $325 million senior subordinated notes, also $1.15 billion credit facility; financing led by Goldman Sachs, Citigroup; to help fund LBO expected to close in June; Baltimore-based provider of higher education.

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 11 satellites and four additional satellites to be launched over the next three years.

TRIBUNE CO.: $2.1 billion senior notes or senior subordinated notes backed up by $2.1 billion bridge via Merrill Lynch, JPMorgan, Citigroup and Bank of America; also $10.133 billion credit facility; to help finance public-to-private transaction; Chicago-based media company; expected to be completed by end of 2007.

ROADSHOWS

April 17-26: OSI RESTAURANT PARTNERS LLC $700 million; Banc of America Securities LLC, Deutsche Bank Securities

Started April 18: CARILLON LTD. $100 million; Morgan Stanley

Started April 19: ATLANTIC EXPRESS TRANSPORTATION CORP. $165 million; Jefferies & Co.

Started April 19: CHINA PROPERTIES GROUP: $300 million; Merrill Lynch & Co.

Started April 23: SAINT ACQUISITION CORP. $835 million; Morgan Stanley

Started April 23: COUNTRYWIDE PLC (CASTLE HOLDCO 4, LTD.) £640 million; Credit Suisse, Deutsche Bank Securities, Goldman Sachs & Co.

Started April 24: DUNE ENERGY INC. $285 million; Jefferies & Co.

Started April 25: LOCAL TV FINANCE LLC: $190 million; UBS Investment Bank

April 25-May 3: RARE RESTAURANT GROUP LLC/RRG FINANCE CORP. (to be renamed MASTRO'S RESTAURANTS LLC) $100 million; Jefferies & Co.

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