High Yield Calendar: $9.7 billion deals being marketed

July 15 Week

ITHACA ENERGY LTD.: $500 million senior notes due 2024 (B3/B/B+) decreased from $700 million; JPMorgan (global coordinator, joint bookrunner bill and deliver), BNP Paribas (joint books), RBC, Lloyds, Goldman Sachs, Nomura, Leader, Menora, Excell (co's); Rule 144A and Regulation S; non-callable for two years; to help fund acquisition of Chevron North Sea Ltd. and repay debt; Aberdeen, Scotland-based oil and gas exploration and production company, a subsidiary of Israel-based Delek Group Ltd.; guidance mid 9% area with covenant changes (initial guidance 10% area); roadshow through July 17, pricing thereafter.

SINCLAIR BROADCAST GROUP INC. via DIAMOND SPORTS GROUP LLC and DIAMOND SPORTS FINANCE CO.: $4.875 billion of $2.55 billion seven-year senior secured notes (Ba2) initial talk 6% to 6¼% and $2.325 billion eight-year senior unsecured notes (B2) initial talk 7¼% to 7½%; JPMorgan, Deutsche Bank, RBC, BofA, SunTrust, Wells Fargo, Citigroup, Citizens, Credit Suisse, Fifth Third, Goldman Sachs, Mizuho (joint); Rule 144A and Regulation S for life; notes in both tranches non-callable for three years; to help finance the acquisition of a regional sports networks business from Walt Disney Co.; Baltimore-based broadcasting company; roadshow July 10-18.

ACRISURE, LLC and ACRISURE FINANCE, INC.: $300 million senior notes due 2026 (existing ratings Caa2/CCC+); JPMorgan, Morgan Stanley, RBC, SunTrust (joint); Rule 144A and Regulation S for life; non-callable for three years; to fund acquisitions and for general corporate purposes; Caledonia, Mich.-based insurance brokerage; investor call July 16; pricing July 18.

TPC GROUP INC.: $930 million five-year senior secured notes (B2/B/B-); BofA, Citigroup, Wells Fargo, Deutsche Bank, Goldman Sachs (joint); Rule 144A for life; callable after two years at par plus 50% of coupon (special call allows issuer to redeem 10% of notes annually at 103 during non-call period); two-year 35% equity clawback at par plus coupon; 101% poison put; to repay balance of TPC senior secured notes due 2020, as well as Riverstone term loan and asset-based loan; Houston-based supplier of petrochemical products; investor call July 15; roadshow through July 15 week.

TRIVIUM PACKAGING FINANCE BV $2.75 billion equivalent four-part high-yield notes: $1.25 billion equivalent euro-denominated seven-year senior secured notes (B2) in tranches of floating-rate notes with one year of call protection and fixed-rate notes with three years of call protection; $900 million seven-year senior secured fixed-rate notes with three years of call protection, initial talk 6½% to 6¾%; $600 million eight-year senior unsecured fixed-rate notes (Caa2) with three years of call protection, initial talk 9½% to 9¾%; Citigroup (joint books, bill and deliver), BMO (joint books); Rule 144A and Regulation S; to form Trivium Packaging, a joint venture combination of Ardagh’s metal, food and specialty business with Ontario Teachers' Pension Plan Board’s Exal Corp. via cash consideration to Ardagh Group, refinance certain debt of Exal, and for general corporate purposes; Luxembourg-based diversified metal packaging business; international roadshow July 15-19.

TEKNI-PLEX INC. (TRIDENT TPI HOLDINGS, INC.); $345 million five-year senior notes; Jefferies, BMO (joint); Rule 144A and Regulation S for life; callable after two years at par plus 50% of coupon; to pay off bridge facility used to finance a portion of the acquisition of three manufacturing facilities from Amcor’s flexible packaging business unit, the acquisition of Lameplast SpA and Geraldiscos, as well as to fund cash on the balance sheet and for general corporate purposes; Wayne, Pa.-based provider of packaging and related products to health care, food and specialty packaging segments; roadshow July 16-19; pricing late in July 15 week.

High Yield Bridges

ADVISOR GROUP INC.: $400 million senior unsecured bridge loan, upsized from $350 million (first-lien term loan downsized to $1.2 billion from $1.25 billion); Goldman Sachs leads the bridge; to help fund the buyout of 75% of the company by Reverence Capital Partners; Phoenix-based wealth management platform; updated July 11, 2019 based on information provided by market source.

CENTENE CORP.: $8.35 billion senior unsecured bridge loan; Barclays; to help fund acquisition of WellCare Health Plans Inc., expected to close in first half of 2020; Centene is a St. Louis-based provider of services to government sponsored and commercial health care programs; WellCare is a Tampa, Fla.-based provider of government-sponsored managed care services; information disclosed in March 27 8-K filed with SEC.

ELDORADO RESORTS INC.: $1.8 billion senior notes due 2028 backed by bridge loan, via JPMorgan, Credit Suisse, Macquarie, priced at Libor plus 475 bps with a 0% Libor floor, spread increases by 50 bps every three months until a specified cap is reached; also $4 billion credit facilities, debt commitment from JPMorgan, Credit Suisse, Macquarie; to help fund its acquisition of Caesars Entertainment Corp.; Eldorado is a Reno, Nev.-based gaming company, expected to close in first half of 2020; Caesars is a Las Vegas-based gaming and entertainment company; disclosed in June 25 8-K filed with SEC.

INMARSAT: Up to $1,125,000,000 senior notes backed by bridge loan (Libor plus 425 bps, 0% Libor floor, spread increases 50 bps every three months up to specified cap, BofA administrative agent) and $3.3 billion credit facilities (Barclays administrative agent); Barclays, BofA, UBS are global coordinators on the debt; to help fund the acquisition of Inmarsat by Apax, Warburg Pincus, Canada Pension Plan Investment Board and Ontario Teachers’ Pension Plan Board for about $3.4 billion, expected to close in fourth quarter of 2019; London-based satellite telecommunications company; details in March 25 press release.

NESCO HOLDINGS INC.: $400 million senior notes backed by $400 million second-lien increasing rate bridge loan; also $350 million senior secured asset-based revolver; JPMorgan Chase Bank, Fifth Third Bank, Morgan Stanley Senior Funding Inc., Deutsche Bank Securities Inc., Citigroup Global Markets Inc. provided debt commitment; to repay Nesco debt in connection with the acquisition of Nesco by Capitol Investment Corp. IV, expected to close in second quarter of 2019; specialty rental equipment to the electric utility, telecom and rail end-markets.

PENN NATIONAL GAMING INC.: $840 million senior unsecured bridge loan, also $1.14 billion in incremental senior secured term loans; debt commitment from Bank of America Merrill Lynch, Goldman Sachs Bank USA, Fifth Third Bank, U.S. Bank, Wells Fargo Securities LLC, Citizens Bank, SunTrust Robinson Humphrey Inc. and TD Securities (USA) LLC; to finance the acquisition of Pinnacle Entertainment Inc., expected to close in the second half of 2018; Penn National is a Wyomissing, Pa.-based owner and manager of gaming and racing facilities and video gaming terminal operations; Pinnacle is a Las Vegas-based owner and operator of gaming entertainment properties.

T-MOBILE USA INC.: $27 billion bridge loans to be replaced with secured notes, unsecured notes or other financing in connection with merger of T-Mobile and Sprint Corp.: $19 billion 364-day senior secured covenant-light bridge facility (low triple B ratings expected) and $8 billion one-year senior unsecured covenant-light bridge facility ($4 billion expected to convert into eight-year debt, and $4 billion expected to convert to 10-year debt) (mid-to-high double B ratings expected), also $11 billion credit facilities; Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Morgan Stanley Senior Funding Inc. and RBC Capital Markets, joint lead arrangers and bookrunners on the debt (Goldman Sachs agent on the secured bridge, agent for unsecured bridge not named in the commitment letter); to refinance certain T-Mobile and Sprint debt, and for post-closing working capital for combined company; combined company will be called T-Mobile and will be based in Bellevue, Wash.; announced in April 30 8-K filing with Securities & Exchange Commission.

UGI ENERGY SERVICES LLC: $700 million bridge facility; Credit Suisse; to help fund its acquisition of Columbia Midstream Group LLC for about for about $1.28 billion, expected to close in fourth fiscal quarter of 2019; UGI is a King of Prussia, Pa.-based distributor and marketer of energy products and services; information disclosed in July 3, 2019 press release.

VICI PROPERTIES 1 LLC: $4,763,125,000 of bridge loans; Deutsche Bank; company intends to issue senior unsecured notes, obtain term loans, potentially in the form of an incremental term loan, and/or sell equity securities; to fund the acquisition of land and real estate assets associated with Harrah’s New Orleans, Harrah’s Laughlin, and Harrah’s Atlantic City and modify certain provisions of the existing Caesars Entertainment Corp.; New York-based experiential real estate investment trust; disclosed in June 24 8-K filed with SEC.

On The Horizon

ALPHA AUTO GROUP: $225 million five-year notes; JPMorgan; non-callable for two years; automotive group operates dealerships representing 14 automotive brands throughout Ontario, Alberta and Oregon.

ATLANTICA TENDER DRILLING LTD.: $140 million four-year second-lien notes; DNB, Pareto (global coordinators), Danske, SpareBank1 (joint books); also $100 million four-year first-lien term loan; to refinance bank and bond debt; Houston-based oil and gas drilling services provider; deal subject to market conditions, pre-marketing mid-to-late May.

CALPINE CORP.: $1.4 billion bonds and $600 million bank loan; to fund capital expenditures related to the Geysers geothermal renewable energy project in northern California; San Jose, Calif.-based power generator; heard Dec. 11, 2018 from market sources.

CITGO HOLDING, INC.: $1.37 billion senior secured notes (Fitch: B+); also $500 million senior secured first-lien term loan via left bookrunner Jefferies, bank meeting July 17; proceeds, along with cash on hand, to pay off $1.87 billion 10¾% senior secured notes due 2020; Houston-based refiner.

DDM HOLDING AG via DDM DEBT AB: €100 million three-year secured floating-rate notes; Arctic Securities AS and ABG Sundal Collier ASA (joint lead managers); Stockholm-based investment services provider.

DIAMONDBACK ENERGY INC.: Expected high-yield notes; to help fund $9.2 billion acquisition of Energen Corp., expected to close in fourth quarter 2018; Citigroup is financial adviser to Diamondback, JPMorgan and Tudor Pickering Holt are exclusive financial advisers to Energen.

GEMS EDUCATION: $800 million equivalent senior secured notes in tranches of $500 million and $300 million equivalent euro-denominated notes; Goldman Sachs (left global coordinator), Credit Suisse (global coordinator), Citigroup, HSBC (joint books); also $850 million term Loan B, bank meeting July 16; to refinance existing debt following a minority investment by funds advised by CVC; K-12 education provider based in Dubai, UAE.

OBSIDIAN ENERGY LTD.: $100 million five-year senior notes; Pareto; to refinance Obsidian Energy’s existing $48 million secured notes maturing between 2020 to 2025 and for general corporate purposes; Calgary, Alta.-based oil and natural gas production company.

QMAX FINANCIAL HOLDINGS INC. (Q'MAX SOLUTIONS INC.): $225 million secured notes due 2024 (Caa2/B-); Pareto; Rule 144A and Regulation S; callable after two years at par plus 50% of coupon; two-year 35% equity clawback at par plus coupon; to help fund the upcoming acquisition of Mountain Mud, repay debt and buy out certain existing equipment leases; Houston-based multi-national oilfield services provider; roadshow mid-to-late May.

SOTHEBY’S: $400 million high-yield notes backed by bridge loan, $1.1 billion senior secured credit facilities, $450 million asset sale bridge term loan; BNP Paribas; to help fund acquisition of Sotheby’s by BidFair USA, expected to close in the fourth quarter; New York-based auction house; information disclosed in July 12 PREM14A filed with the SEC.

VICTORIA PLC: €330 million of five-year fixed-rate senior notes (BB-); to refinance debt; flooring company is based in Kidderminster, England; disclosed in July 15, 2019 news release.

Roadshows

Pricing July 15 week: ITHACA ENERGY $700 million; JPMorgan.

July 10-18: SINCLAIR BROADCAST/DIAMOND SPORTS $4.875 billion; JPMorgan, Deutsche Bank, RBC, BofA, SunTrust, Wells Fargo, Citigroup, Citizens, Credit Suisse, Fifth Third, Goldman Sachs, Mizuho.

July 15 week: TPC GROUP $930 million; BofA, Citigroup, Wells Fargo, Deutsche Bank, Goldman Sachs.

July 15-19: TRIVIUM PACKAGING $2.75 billion; Citigroup, BMO.

Started July 16: ACRISURE $300 million; JPMorgan, Morgan Stanley, RBC, SunTrust.

July 16-19: TEKNI-PLEX $345 million; Jefferies, BMO.

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