High Yield Calendar: $950 million in the market

July 31 Week

RAIN CARBON INC.: $450 million second-lien senior secured notes due August 2029 (B3/B); Rule 144A and Regulation S for life; first call in 2.5 years at par plus 50% of coupon; Goldman Sachs (left books), BofA, Deutsche Bank, Mizuho (joint books); proceeds plus cash on hand to fund tender/redemption of 2025 notes, following which $49.8 million anticipated to remain outstanding; Stamford, Conn.-based producer of carbon-based and chemical products; pricing Thursday morning; price talk 12¼% to 12½% (also covenant changes), initial talk low-to-mid 12% area.

VERITEXT: $500 million seven-year first-lien senior secured notes (B2/B/B+) downsized from $720 million, with proceeds shifted to term loan; Rule 144A and Regulation S; first call in three years at par plus 50% of coupon; JPMorgan, Goldman Sachs, BNP Paribas, Jefferies, Macquarie, KKR; to refinance capital structure and fund cash to balance sheet; Florham Park, N.J., provider of legal services to law firms and corporations; sponsors CVC Capital Partners, GIC, Leonard Green Partners; pricing Thursday; price talk 8½% to 8¾% (early guidance high 8% area).

SEAWORLD PARKS AND ENTERTAINMENT INC.: $750 million senior secured notes due 2028; concurrent with $655 million term loan B, via arranger JPMorgan, launched Tuesday, commitments due Thursday; to refinance $1.182 billion term loan B due 2028 and $228 million of senior secured notes due 2025; Orlando, Fla.-based theme park and entertainment company; initial talk 6 3/8% to 6½% area.

On The Horizon

ACURIS FINANCE US, INC. and ACURIS FINANCE SARL, doing business as ION ANALYTICS: $850 million equivalent eight-year senior secured notes (expected ratings B2/B) in tranches of dollar-denominated notes, price talk 6% area (initial talk low-to-mid 6% area), and euro-denominated notes, price talk 4¾% area (initial talk mid-to-high 4% area) tranche sizes to be determined (expected $500 million and $350 million equivalent euro); UBS (left books), BNP Paribas (joint books); Rule 144A and Regulation S for life; notes in both tranches callable after two years at par plus 50% of respective coupons; to refinance debt incurred in the Backstop acquisition, to fund a dividend for repurchase of shares from certain minority shareholders in one or more parent companies, to partially prepay amounts drawn under the credit facility and for general corporate purposes; London-based market analytics and data provider (delayed as of Jan. 28, 2022)

CONNECT HOLDING II LLC (BRIGHTSPEED): $1.865 billion senior secured notes; to support the carve-out acquisition of Lumen Technologies’ incumbent local exchange carrier (ILEC) assets and all associated operations across 20 states by Apollo Global Management, Inc.; Brightspeed, a broadband and telecom services provider, will be based in Charlotte, N.C.; postponed September 2022 due to market conditions

HIGHPEAK ENERGY INC.: $575 million senior notes due 2028; Rule 144A and Regulation S for life; callable after two years at par plus 50% of coupon (special call allows issuer to redeem 10% of notes at 103 during non-call period); BofA (left books), Wells Fargo, Texas Capital, Credit Suisse (joint books), Citizens, Fifth Third, U.S. Bancorp, Amarillo, Amegy, UMB, Roth (co’s); to pay off $475 million senior notes, to pay down debt under credit agreement, with remaining proceeds for general corporate purposes, which may include capital expenditures, drilling and development, and further bolt-on asset acquisitions; Fort Worth-based publicly traded independent crude oil and gas company

PEGASUS MERGER CO. (TENNECO INC.): $1 billion six-year senior secured notes; BofA (lead left); three-year call protection; help fund acquisition of Tenneco by Apollo (enterprise value approximately $7.1 billion); Lake Forest, Ill.-based aftermarket auto components supplier; deal ran an early November roadshow

SOTERA HEALTH CO.: Incremental secured debt (bank or capital markets) to fund a significant portion of an agreement reached by its subsidiary, Sterigenics, to settle the more than 870 ethylene oxide cases ($408 million) pending against it in the Circuit Court of Cook County, Ill., and U.S. District Court for the Northern District of Illinois; pending settlements proceeds could be used to secure collateral needed for an appeal of the adverse judgment in the ethylene oxide litigation; Sotera is a Broadview Heights, Ohio-based provider of sterilization testing and services; Sterigenics provides outsourced sterilization and irradiation services; financing to be undertaken during first half of 2023; disclosed in 8-K document filed Jan. 10 with SEC

TEMPUR SEALY INTERNATIONAL INC.: New secured and unsecured financing to help fund its acquisition of Mattress Firm Group Inc. for approximately $2.7 billion, expected to close during the second half of 2024, and repay Mattress Firm’s outstanding debt; JPMorgan is sole financial adviser to Tempur Sealy; Goldman Sachs, Barclays and Jefferies are financial advisers to Mattress Firm; Tempur Sealy is a Lexington, Ky.-based bedding products company; Mattress Firm is a Houston-based mattress specialty retailer; disclosed in 8-K filed May 9 with SEC

TWITTER INC. (X HOLDINGS): $3 billion one-year senior secured bridge loan and $3 billion at SOFR plus 675 bps, 0% floor, 50 bps step-ups every three months up to a specified cap, and $3 billion one-year senior unsecured bridge loan at SOFR plus 1,000 bps, 0% floor, 50 bps step-ups every three months up to a specified cap, expected to be replaced with $3 billion senior secured notes and $3 billion senior unsecured notes; proceeds plus $7 billion credit facilities to help fund acquisition of Twitter by an entity wholly owned by Elon Musk; San Francisco-based online social networking service

VIASAT INC.: $1.6 billion senior notes; also $700 million term loan via BofA, JPMorgan, Barclays, Credit Suisse; to support the acquisition of Inmarsat, closed May 31, 2023; Carlsbad, Calif.-based Viasat and London-based Inmarsat are satellite telecommunications companies; initial talk 12% all-in yield

VISTRA CORP. via VISTRA OPERATIONS: $2.6 billion senior secured, senior unsecured and term loan debt to help fund its acquisition of Energy Harbor Corp. for $3 billion cash and 15% equity interest in Vistra Vision, expected to close in second half of 2023; acquisition financing also includes $600 million of Vistra balance sheet cash and $430 million of rollover Energy Harbor net debt; Vistra is an Irving, Tex.-based retail electricity and power generation company; Vistra Vision is an Irving, Tex.-based zero-carbon generation company; Citi is exclusive financial adviser to Vistra, Goldman Sachs and RBC are financial advisers to Energy Harbor; information disclosed in March 6 company presentation

WORLDPAY: $9.4 billion debt financing including $8.4 billion funded debt and $1 billion revolver to help fund buyout by GTCR of a majority stake in the company from Fidelity National Information Services Inc. (FIS), expected to close first quarter of 2024; debt commitment from JPMorgan, Goldman Sachs, Citigroup, Wells Fargo, Deutsche Bank, UBS; also $5.2335 billion equity; provider of payment processing solutions; disclosed in 8-K filed July 11 with SEC

Bridge Loans

CACTUS WELLHEAD LLC: $375 million 364-day senior secured bridge loan with three-month extension option to be replaced by debt and/or equity; debt commitment from JPMorgan; to support acquisition of FlexSteel Technologies Holdings Inc. for approximately $621 million, expected to close in early 2023; other funds to come from cash on hand; Cactus is a Houston-based manufacturer of wellhead and pressure control equipment. FlexSteel manufactures spoolable pipe technologies used during production phases of a well’s lifecycle; details disclosed in 8-K filed Jan. 3 with SEC

CASELLA WASTE SYSTEMS INC.: $200 million 364-day unsecured bridge loan pricing SOFR+10 bps CSA plus 525 bps (spread increases by 50 bps every 90 days until it hits a cap of 675 bps), debt commitment from Raymond James, Stifel; to support its purchase of Consolidated Waste Services LLC for about $219 million in cash, closing expected fourth quarter; Casella Waste is a Rutland, Vt.-based solid waste, recycling and resource management services company; disclosed in 8-K filed June 12 with SEC

SEMTECH CORP.: $1.151 billion 364-day bridge loan to help fund its acquisition of Sierra Wireless Inc., enterprise value approximately $1.2 billion, expected to close in Semtech’s fiscal year 2023; commitment from JPMorgan; Semtech is a Camarillo, Calif.-based supplier of semiconductors and advanced algorithms; Sierra Wireless is a British Columbia-based Internet of Things solutions provider; disclosed in 8-K filed with SEC on Aug. 3

SYNEOS HEALTH INC.: $1.5 billion bridge loans and $2.7 billion credit facilities to help fund its acquisition by Elliott Investment Management, Patient Square Capital and Veritas Capital in a transaction valued at about $7.1 billion including outstanding debt, expected to close in second half of 2023; Goldman Sachs, UBS, RBC, BMO, HSBC, Wells Fargo, Citigroup, Jefferies, Macquarie, Natixis and Truist provided the debt commitment; Morrisville, N.C.-based biopharmaceutical solutions provider; disclosed in 8-K filed May 10 with SEC

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