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Published on 5/3/2006 in the Prospect News High Yield Daily.

High Yield Calendar

Total amount of high-yield bond offerings being marketed: $725 million and €2.425 billion

WEEK OF MAY 1

ALLIED WASTE NORTH AMERICA: $600 million senior secured notes due 2016; Citigroup, JP Morgan, UBS Investment Bank (joint), Wachovia Securities, Banc of America Securities, Credit Suisse, Deutsche Bank Securities (joint lead managers); Rule 144A with registration rights/Regulation S; non-callable for five years; to fund tender for its $600 million 8 7/8% senior secured notes due 2008; wholly owned subsidiary of Scottsdale, Ariz.-based Allied Waste Industries Inc., a waste services company that provides collection, recycling and disposal services to residential, commercial and industrial customers in the United States and Puerto Rico; pricing expected Thursday.

FIAT FINANCE & TRADE LTD. SA: €1 billion senior notes due 2011 (Ba3/BB-); Credit Suisse, Goldman Sachs & Co. (physical books), Caboto, Societe Generale (joint books), Banca Nazionale del Lavoro, Calyon Securities, Capitalia (co's);Regulation S only; non-callable for life; for general corporate purposes; financing unit of Turin, Italy-based automobile manufacturer Fiat SpA; investor lunch presentation Thursday in London, pricing Friday.

WEEK OF MAY 8

MTR GAMING GROUP INC: $125 million fixed-rate senior subordinated notes due 2012; Jefferies & Co. (books), Wells Fargo Securities; Rule 144A with registration rights/Regulation S; non-callable for three years; to complete construction of its Presque Isle Downs facility, to pay the $50 million slots license fee upon licensing of Presque Isle Downs, to repay debt and for general corporate purposes; Chester, W.Va.-based owner, operator, and developer of gaming, horseracing, and hotel properties; roadshow started early May 1 week; pricing expected early to mid May 8 week.

MECACHROME INTERNATIONAL INC.: €175 million senior subordinated notes due 2014 (Caa1); Merrill Lynch & Co. (books), RBC Capital Markets (joint lead); Rule 144A/Regulation S; non-callable for four years; also €145 million credit facility; to repay debt; Montreal-based designer, manufacturer and assembler of precision-engineered industrial components for the automotive and aerospace industries in Europe and North America; roadshow started May 3; expected to price week of May 8.

EUROPCAR AMAG SERVICES AG €500 million in two parts: senior subordinated secured floating-rate notes due 2013, callable after one year at 102, and senior subordinated unsecured fixed-rate notes due 2014, non-callable for four years, tranche sizes to de determined; Deutsche Bank Securities (books), BNP Paribas, Calyon Securities, Societe Generale; to help fund the acquisition of Europcar by private equity firm Eurazeo from Volkswagen AG for about €3.32 billion; issuer Kloten, Switzerland-based car rental arm of Volkswagen AG; roadshow started May 3 in London, Friday in Amsterdam and Paris, Monday in Frankfurt, Germany, and Edinburgh, Scotland.

LOTTOMATICA SPA: €750 million hybrid capital securities due 2066 (Ba3/BB); Credit Suisse (sole books), Goldman Sachs & Co. (joint lead); Rule 144A/Regulation S; non-callable for 10 years; margin step-up after 10 years; proceeds, along with the €1.4 billion rights issue, €1.9 billion senior loan and cash balances of €574 million to fund the acquisition of Gtech Holdings, a West Greenwich, R.I., gaming technology and services provider; Rome, Italy-based Lottomatica (expected issuer ratings Baa3/BBB-) manages and operates lottery games and provides other automated services; roadshow started May 3 in Milan and Edinburgh, May 4-5 in London, May 8 in Munich, Frankfurt and Amsterdam, May 9 in Paris.

ON THE HORIZON

AMERICAN GREETINGS CORP.: $200 million senior unsecured notes due 2016; to fund tender for 6.1% senior notes, which are putable in August of 2008, other financing activities and general corporate purposes; Cleveland-based manufacturer of social expression products; expected to launch within the next two months.

ARAMARK CORP.: $6.25 billion of debt financing to include senior and/or subordinated debt securities or, pending market conditions, an interim bridge facility, and/or a senior credit facility and/or an accounts receivable securitization facility; financing to be arranged by Goldman Sachs Credit Partners LP and J.P. Morgan Securities, Inc.; to fund the acquisition of the company by chairman and chief executive officer Joseph Neubauer together with funds managed by sponsors GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC; Philadelphia-based professional services company which provides food, hospitality, facility management services as well as uniform and work apparel.

DUNKIN' BRANDS INC.: High-yield bonds and new credit facility; to help back leveraged buyout by Bain Capital Partners, The Carlyle Group and Thomas H. Lee Partners; Canton, Mass., quick-service restaurant franchisor; LBO expected to close in the first quarter of 2006.

EDUCATION MANAGEMENT CORP.: $760 million bonds; Goldman Sachs & Co., Credit Suisse (joint), Merrill Lynch, Banc of America Securities; $1.435 billion credit facility; in connection with its LBO by Providence Equity Partners and Goldman Sachs Capital Partners; Pittsburgh-based provider of private post-secondary education; expected to launch in May.

INTELSAT LTD.'s $7 billion acquisition of PANAMSAT HOLDING CORP.: $4 billion (approximate) minimum: PANAMSAT OPERATING CO. $572.9 million senior notes with the option to issue additional $663.57 million if PanAmSat 9% notes are refinanced, PANAMSAT HOLDING CO. $721.2 million in senior notes with option to issue additional $301.9 million if PanAmSat 10 3/8% notes are refinanced, INTELSAT OPERATING CO. up to $557 million of senior notes, INTELSAT HOLDING CO. up to $1.4155 billion in senior notes; also approximately $2.88 billion aggregate bank debt; financing provided by Deutsche Bank, Citigroup, Credit Suisse and Lehman Brothers; PanAmSat is a Wilton, Conn.-based satellite network operator; Intelsat is a Pembroke, Bermuda, satellite communications company; expected to be completed in 2006.

KERZNER INTERNATIONAL LTD.: Senior subordinated notes, size to be determined; Deutsche Bank Securities; also new senior secured credit facilities led by Goldman Sachs; to help fund its leveraged buyout by an investor group that's led by management; Paradise Island, The Bahamas, developer and operator of destination resorts, luxury resort hotels and gaming properties; expected mid-2006.

NEG INC.(to be renamed National Energy Group Inc.): $200 million senior notes; also $460 million common stock IPO via Bear, Stearns & Co., Citigroup; $125 million to repay a portion of NEG Oil & Gas revolver, $245 million to repay debt owed to American Real Estate Partners, LP (AREP) by National Energy Group, National Onshore and National Offshore, subsidiaries of NEG Oil & Gas, to fund $194 million distribution to AREP; independent oil and gas exploration, development and production company based in Dallas.

NTL INC./TELEWEST GLOBAL INC.: £1.8 billion high-yield debt; to help fund NTL's acquisition of Telewest Global, Inc. for about $6 billion; Goldman Sachs advised NTL, Deutsche Bank Securities advised Telewest, the U.K.'s second largest cable provider; expected to close in the first quarter of 2006.

PET VALU CANADA INC.: C$15 million 10% two-year unsecured subordinated debentures; private placement; notes will come with a two-year extension available at the subscribers' option subject to a prepayment right on the part of Pet Valu Canada; the existing investors to whom Pet Valu Canada will be making the offer are the holders of its outstanding 8½% debentures due July 24, 2006, including Holtcorp Inc., a company controlled by Pet Valu Canada's chief executive officer, Geoffrey F. Holt; to retire maturing 8½% debentures; offering will be subject to Pet Valu Canada obtaining all required third party approvals; Markham, Ont., specialty retailers of pet food and pet supplies.

PINNACLE ENTERTAINMENT INC.: $1.25 billion bonds; also $2.15 billion credit facility led by Lehman Brothers and Bear Stearns & Co.; to back up the bond offering, the company has received a commitment for a $1.25 billion 365-day unsecured senior subordinated interim loan that would carry an interest rate of Libor plus 450 bps, increasing by 75 bps 180 days after funding and an additional 50 bps each 90 days thereafter up to a maximum of 11% per annum; proceeds to help finance Pinnacle's purchase of Phoenix-based gaming company, Aztar Corp., expected to close in the fourth quarter of 2005; Pinnacle Entertainment is a Las Vegas-based owner and operator of gaming entertainment facilities.

REYNOLDS AMERICAN INC.: $1.8 billion senior secured notes; Lehman Brothers, JP Morgan (as a back up for the bonds the company has received a commitment for an up to $1.8 billion 364-day secured term loan); also $2.2 billion credit facility, bank meeting expected "shortly" (according to market source, reported April 25, 2006); to help fund its acquisition of Conwood; Reynolds American is a Winston-Salem, N.C.-based manufacturer and marketer of cigarettes and other tobacco products.

SEMGROUP LP: $400 million senior notes; Banc of America Securities; also $725 million credit facility; to help fund its purchase of TransMontaigne Inc.; TransMontaigne is a Denver-based refined petroleum products marketing and distribution company; SemGroup is a Tulsa, Okla.-based midstream service company.

SILGAN HOLDINGS INC.: New subordinated notes and/or borrowings under senior secured credit facility; to fund €230 million acquisition of Amcor Ltd.'s White Cap closures business, expected to close during second quarter of 2005; Silgan is a Stamford, Conn., manufacturer of consumer goods packaging products.

SOURCECORP INC.: $175 million in senior subordinated notes; Credit Suisse, UBS Securities; also $250 million senior secured credit facility; to help fund LBO by Apollo Management LP expected in the second or third quarter of 2006; as back-up for the bond offering, the company has received a commitment for a $175 million senior subordinated increasing rate bridge loan; Dallas-based provider of business process outsourcing solutions and specialized consulting services.

UTI WORLDWIDE INC.: $200 million senior notes; true private placement; proceeds along with cash reserves and $150 million draw from senior secured six-month term credit facility to fund $197.1 million acquisition of Portland, Ore.-based privately held third-party logistics services and multi-modal transportation capacity solutions provider Market Industries; ocean freight and logistics company, domiciled in the Virgin Islands with headquarters in Rancho Dominguez, Calif.

VALOR COMMUNICATIONS GROUP/ALLTEL CORP.: $800 million of senior notes; also up to $4.2 billion credit facility via JP Morgan and Merrill Lynch; to fund the merger of Valor with Alltel; new entity expected to be based in Central Arkansas; expected second quarter of 2006.

WILLIAMS PARTNERS LP: $150 million senior notes via Rule 144A/Regulation S; also $216.9 million from offering of 7 million units of common stock via Lehman Brothers and Citigroup; to fund 25.1% interest in Four Corners system, which gathers and processes about 37% of the natural gas produced in the San Juan Basin and connects with the five pipeline systems that transport natural gas to end markets from subsidiaries of Williams; Tulsa, Okla.-based natural gas gathering, transporting and processing company.

WOOD RESOURCES LLC/FINANCE CORP.: $75 million senior secured floating-rate notes due 2013 (B3/B-); Jefferies & Co. (books); Rule 144A/Regulation S; all existing and future domestic restricted subsidiaries will guarantee the notes on a senior secured basis; to repay substantially all outstanding debt and fund capital projects; Greenwich, Conn., company primarily produces plywood for specialized industrial markets as well as for the construction and residential repair and remodeling markets; price talk six-month Libor plus 750 basis points.

ROADSHOWS

Started early May 1 week: MTR GAMING GROUP INC. $125 million; Jefferies & Co.

Started May 3: MECACHROME INTERNATIONAL INC. €175 million; Merrill Lynch & Co.

Started May 3: LOTTOMATICA SPA €750 million; Credit Suisse

Started May 3: EUROPCAR AMAG SERVICES AG €500 million; Deutsche Bank Securities


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