High Yield Calendar: $6.105 billion deals being marketed

WEEK OF OCT. 16

CRICKET COMMUNICATIONS INC. (LEAP WIRELESS INTERNATIONAL INC.): $750 million unsecured senior notes due Nov. 1, 2014 (Caa2/CCC); Citigroup, Goldman Sachs, Morgan Stanley, Banc of America Securities LLC, Deutsche Bank; Rule 144A/Regulation S; non-callable for four years; proceeds, together with cash received from settlement of forward sale agreements, to repay bridge loan used to pay Federal Communications Commission for licenses in auction #66 and for general corporate purposes; San Diego-based wireless communications provider; launched Oct. 10; price talk 9¼%-9½%; pricing late Wednesday.

SOUTHERN UNION CO.: $600 million maximum fixed-rate to floating-rate hybrid notes due 2066 (Ba1/BB+/BBB-); Credit Suisse, Goldman Sachs & Co., Lehman Brothers, Merrill Lynch & Co.; non-callable for five years, then callable at par (Treasuries plus 50 bps make-whole call with respect to a change-of-control or a tax event); fixed-rate coupon until 2011, then floats at a spread to Libor; coupon may be optionally deferred for up to 10 consecutive years; to fund an acquisition; Houston-based natural gas transportation, storage and distribution company; expected to price Wednesday following a Bloomberg roadshow.

FELCOR LODGING LP (FELCOR LODGING TRUST INC.): $215 million senior floating-rate notes due 2011 (confirmed Ba3/expected B+); Merrill Lynch & Co.; Rule 144A with registration rights/Regulation S; callable after one year at 101, 100; proceeds, cash on hand and existing line of credit to fund tender for $290 million Libor plus 425 bps senior floating-rate notes due 2011; Irving, Texas, upscale lodging REIT; investor call 11 a.m. ET Thursday; pricing Wednesday or Thursday.

BERRY PETROLEUM CO.: $200 million senior subordinated notes due 2016 (B3/B); JP Morgan, Citigroup, Wells Fargo Securities, Goldman Sachs & Co. (joint) Societe Generale, Wedbush Morgan, Comerica, Piper Jaffray, First Albany; SEC registered; non-callable for five years; to repay revolver and for general corporate purposes; Bakersfield, Calif., petroleum exploration and production company; 8%-8¼%; pricing expected late Wednesday.

BUFFETS INC. $330 million senior notes (Caa1/CCC) in two tranches: fixed-rate notes due 2014, non-callable for four years, price talk 11¾% to 12%, and floating-rate notes due 2013, non-callable for two years, price talk Libor plus 650 to 675 bps; Credit Suisse; Rule 144A/Regulation S; also $610 million credit facility; to help fund $876 million acquisition of Greer, S.C.-based Ryan's Restaurant Group, Inc. by an investment partnership organized by Caxton-Iseman Capital, Inc. and senior management of Buffets; Buffets is an Eagan, Minn.-based owner and operator of buffet-style restaurants; pricing late Oct. 16 week.

AGY HOLDING CORP: $175 million senior second-lien notes due 2014 (B2/B-); UBS Investment Bank; Rule 144A with registration rights; non-callable for four years; to refinance bank debt; Aiken, S.C., glass fibers manufacturer; roadshow Oct. 11-19; pricing Oct. 19 or 20.

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; to price during week of Oct. 16

WEEK OF OCT. 23

MICHAEL'S STORES INC. $1.075 billion in two tranches: $750 million senior notes due 2014 (B2/CCC), non-callable for four years, and $325 million senior subordinated notes due 2016 (Caa1/CCC), non-callable for five years; Deutsche Bank Securities (left books), JP Morgan, Banc of America Securities LLC, Credit Suisse (joint books); Rule 144A; also $3.4 billion credit facility; to help back LBO by Bain Capital and The Blackstone Group; Irving, Texas, specialty retailer; roadshow Oct. 12-23; expected to price on Oct. 24.

METROPCS WIRELESS: $1.1 billion senior notes due 2014 (Caa2/CCC+); Bear Stearns, Merrill Lynch, Banc of America Securities LLC; non-callable for five years; also $1.5 billion credit facility launching Oct. 11; to refinance $900 million of existing debt and fund the purchase of wireless spectrums won in Auction 66, and general corporate purposes; Dallas-based provider of wireless communications services; roadshow Oct. 18-26.

ENCORE MEDICAL FINANCE LLC: $215 million senior subordinated notes due 2014 (Caa1/CCC+); Banc of America Securities LLC, Credit Suisse; Rule 144A with registration rights; non-callable for four years; also $375 million credit facility; to help fund acquisition by The Blackstone Group; subsidiary of Encore Medical Corp., an Austin, Texas-based orthopedic implant manufacturer; roadshow Oct. 18-26.

HEXION SPECIALTY CHEMICALS INC. $825 million senior secured second-priority notes due 2014 in two parts (B3): fixed-rate notes, non-callable for four years, and floating-rate notes, non-callable for two years, tranche sizes to be determined; Credit Suisse, JP Morgan (joint); to fund debt recapitalization including a dividend to sponsor Apollo; Columbus, Ohio-based maker of thermoset resins; roadshow started Oct. 17; pricing late Oct. 23 week.

NEENAH FOUNDRY CO.: $300 million senior secured notes (B2) in fixed-rate and floating-rate tranches; Credit Suisse, Banc of America Securities LLC; also new revolver; to repay existing senior secured credit facility and to help fund tender for $133.13 million 11% senior secured notes due 2010; Neenah, Wis.-based foundry company; roadshow expeted to start Oct. 16 week.

EXPECTED FALL BUSINESS

MEDIMEDIA: $150 million senior subordinated notes (Caa1/CCC+); Goldman Sachs & Co.; also $250 million credit facility; to help fund acquisition of the company by Vestar from Cinven, The Carlyle Group and Apax Partners; Chatham, N.J.-based specialty health care communications company, expected fall 2006 business.

VERIZON DIRECTORIES DISPOSITION CORP.: $2.85 billion senior unsecured notes due 2016 (B2/B+); JP Morgan, Bear Stearns, also $6.5 billion credit facility; to help fund the spinoff of the print and internet yellow pages directories business from Verizon Communications Inc.; expected to launch Oct. 23 week.

BANCO SCHAHIN SA: Dollar-denominated notes due 2016 (expected B2); Dresdner Kleinwort; Rule 144A/Regulation S; non-callable for five years; Brazilian commercial bank with headquarters in Sao Paulo, Brazil; presently in the market.

ON THE HORIZON

AMERICAN ENTERTAINMENT PROPERTIES CORP.: $200 million (decreased from $250 million) senior floating-rate notes due 2014 (Caa1/B-); Bear Stearns & Co.; Rule 144A; callable after two years at 103; three-year 35% equity clawback; proceeds, together with cash and cash equivalents, to pay a dividend to a newly formed corporation that will become the company's parent; parent of Las Vegas-based American Casino & Entertainment Properties (ultimate parent is American Real Estate Partners, LP); pro forma Libor plus 500 bps.

ARAMARK CORP.: $2.470 billion bonds including $770 million senior subordinated notes and $1.7 billion senior cash pay and/or senior PIK notes, with 50% of the principal having to come in the form of PIK notes, also $4.605 billion credit facilities led by JP Morgan and Goldman Sachs; to fund the approximately $8.3 billion LBO of the company by chairman and chief executive officer Joseph Neubauer together with funds managed by sponsors by Thomas H. Lee Partners LP, Warburg Pincus LLC, JPMorgan Partners, GS Capital Partners and CCMP Capital Advisors, expected to close late 2006 or early 2007; Philadelphia-based professional food, hospitality and facility management services company.

CABLEVISION SYSTEMS CORP. $2.81 billion high-yield bonds: SUPER HOLDCO $1.13 billion unsecured senior fixed-rate and floating-rate notes with 10-year minimum maturities; INTERMEDIATE HOLDCO $900 million unsecured senior fixed-rate and floating-rate notes with eight-year minimum maturities; RAINBOW PROGRAMMING HOLDINGS LLC $780 million unsecured senior fixed-rate and floating-rate notes with eight-year minimum maturities; also $9.55 billion in new credit facilities via Merrill Lynch and Bear Stearns; to help fund the buyout of Cablevision by the Dolan Family Group; Cablevision is a Bethpage, N.Y., media, entertainment and telecommunications company.

FREESCALE SEMICONDUCTOR INC.: $6.15 billion senior unsecured notes and/or senior subordinated notes; also $4.25 billion senior secured credit facility via Citigroup, Credit Suisse, JPMorgan, Lehman Brothers, UBS; to help fund LBO by private equity consortium led by The Blackstone Group and including The Carlyle Group, Permira Funds and Texas Pacific Group, total equity value of the transaction is $17.6 billion; also includes $7.15 billion of equity contribution; bonds are backed by $4.35 billion senior unsecured bridge loan and $1.8 billion senior subordinated unsecured bridge loan; Austin, Texas, semiconductor company; subject to shareholder and regulatory approval.

HANESBRANDS INC.: $500 million of senior notes; Morgan Stanley, Merrill Lynch & Co.; also $2.6 billion senior secured credit facility; substantial portion of the proceeds from the term loan and the bond offering to pay a dividend to Sara Lee prior to the spinoff; following the spinoff, Winston-Salem, N.C.-based Hanesbrands will operate as a publicly traded apparel company; expected third-quarter business.

HCA INC.: Up to $5.70 billion senior secured second-lien notes; also $16.80 billion credit facility via Bank of America, Citigroup, JPMorgan, Merrill Lynch, Deutsche Bank, Wachovia Securities; to help fund LBO by Bain Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity and company founder Thomas F. Frist Jr.; Nashville health care services company; expected fourth quarter of 2006.

INFOR GLOBAL SOLUTIONS: High-yield notes (Caa2) to refinance a $1.425 billion senior subordinated bridge facility; also $2.4 billion credit facility via JP Morgan, Credit Suisse and Merrill Lynch & Co. joint bookrunners; part of financing to help fund the acquisitions of Systems Union Group and SSA Global, finance the combination of Infor and Extensity - both currently Golden Gate Capital portfolio companies - and to refinance debt at all four companies; Infor is an Alpharetta, Ga.-based software provider.

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.

NCO GROUP INC.: $365 million of senior subordinated notes (Caa1/B-); also $550 million credit facility; Morgan Stanley and JP Morgan are the lead banks on the debt financing; to help fund $1.26 billion LBO of the company by chairman and chief executive officer Michael J. Barrist in partnership with One Equity Partners II LP, expected to be completed in the fourth quarter; Horsham, Pa., provider of business process outsourcing services.

NEG OIL & GAS LLC: $200 million eight-year senior notes; Bear Stearns & Co., Citigroup (joint books); non-callable for four years; registered; proceeds, together with the concurrent initial public offering by NEG, Inc., will be used to repay part of the revolver, repay debt owed to American Real Estate Partners, LP and fund a distribution to American Real Estate Partners; Dallas independent oil and natural gas exploration production company; expected in September or October.

PT POLYFIN CANGGIH: $75 million senior secured notes due 2011 and 250 warrants to purchase shares; Jefferies & Co.; private placement and Regulation S; non-callable for two years; two-year 35% equity clawback; to repay existing debt, for working capital and general corporate purposes; producer of polyester chips and synthetic yarn in Indonesia, to be incorporated in The Netherlands (guarantors are incorporated in Indonesia, Singapore and the British Virgin Islands; the company's registered office is in Bandung, Indonesia); September business.

REXNORD CORP.: $460 million (expected size) high-yield bonds; to be issued under the indenture of the existing 9½% senior notes due Aug. 1, 2014 or 11¾% senior subordinated notes due Aug. 1, 2016; proceeds for Zurn purchase of Jacuzzi Brands, Inc.'s plumbing products business for about $950 million, expected to close 2007 first quarter; Milwaukee-based power train manufacturer.

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.

RSC EQUIPMENT RENTAL: New bonds and bank loan via Deutsche Bank Securities and Citigroup; to help fund acquisition of RSC by Ripplewood Holdings and Oak Hill Capital Management from Atlas Copco for $3.4 billion; Scottsdale, Ariz.-based heavy equipment rental company; expected to close before the end of 2006.

SALLY BEAUTY CO. $710 million: $430 million senior unsecured notes and $280 million senior subordinated unsecured notes; also $1.54 billion credit facility led by Merrill Lynch, JPMorgan, Bank of America and Morgan Stanley; proceeds to help fund the special cash dividend that Sally Beauty will be paying Alberto-Culver as part of the spinoff, transaction expected fourth quarter; Melrose Park, Ill., beauty supplies distribution business.

TROPICANA ENTERTAINMENT: $975 million in high-yield bonds; also $2.175 billion in credit facilities; Credit Suisse is the lead bank on the debt transactions; in connection with acquisition of Aztar Corp.; a newly formed subsidiary of Columbia Entertainment, a Fort Mitchell, Ky., owner, developer and operator of hotel properties and casinos; expected to close by the end of 2006.

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.

VERIZON DIRECTORIES DISPOSITION CORP. (VERIZON COMMUNICATIONS INC.): $3 billion to $4 billion of high-yield bonds as part of $8 billion overall debt financing to fund spinoff of directories business; New York City-based telecommunications company.

ROADSHOWS

Oct. 11-19: AGY HOLDING CORP $175 million; UBS Investment Bank

Oct. 12-23: MICHAEL'S STORES INC. $1.075 billion; Deutsche Bank Securities

Expected to start Oct. 16 week: NEENAH FOUNDRY CO.: $300 million; Credit Suisse, Banc of America Securities LLC

Started Oct. 17: HEXION SPECIALTY CHEMICALS INC. $825 million; Credit Suisse, JP Morgan

Oct. 18-26: METROPCS WIRELESS $1.1 billion; Bear Stearns, Merrill Lynch, Banc of America Securities LLC

Oct. 18-26: ENCORE MEDICAL FINANCE LLC $215 million; Banc of America Securities LLC, Credit Suisse

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