High Yield Calendar

Total amount of high-yield bond offerings being marketed: $4.448 billion

WEEK OF MAY 31

BCP CAYLUX HOLDING (CELANESE AG): $1.315 billion equivalent (decreased from $1.565 billion equivalent) senior subordinated notes due 2014 (B2/B-); Morgan Stanley, Deutsche Bank Securities, Banc of America Securities (joint) Rule 144A/Regulation S (with registrations rights); U.S. dollar tranche price talk 9½%-9¾%; euro tranche price talk 50-75 basis points behind the U.S. dollar tranche (U.S. dollar off-shore Regulation S tranche dropped); tranches sizes to be determined; non-callable for five years; to help fund €3.1 billion LBO by Blackstone; Celanese, a Kronnberg, Germany industrial chemical company, was spun off from the former Hoechst AG in 1999; pricing Thursday morning.

LANGUAGE LINE INC.: $220 million (upsized from $170 million) $165 million (decreased from $170 million) senior subordinated notes due 2012, non-callable for four years (Caa1/CCC+), price talk 11½%-11¾%, also at holding company level $55 million senior discount notes due 2013, non-callable for four years, price talk 275-300 basis points behind the senior subordinated notes; Merrill Lynch & Co, Banc of America Securities; proceeds to help fund Abry Partners LLC acquisition of the company from Providence Equity Partners; Monterey, Calif. provider of over-the-phone interpretation services; pricing Thursday.

APPLETON PAPERS INC.: $350 million via two Rule 144A/Regulation S tranches: $150 million senior notes due 2011 (B2/BB-), non-callable for four years, price talk 8%-8¼%, and $200 million of senior subordinated notes due 2014 (B3/B+), non-callable for five years, price talk 125 basis points behind seven-year senior notes; Bear Stearns & Co., UBS Investment Bank; also new credit facility; to repay debt; Appleton, Wis. carbonless paper and printing products company; pricing Thursday.

THERMACLIME, INC.: $78 million (decreased from $90 million) in two tranches: $40 million first priority senior secured floating-rate notes due 2011, non-callable for two years, price talk six-month Libor plus 450 basis points, and $38 million of second priority senior secured fixed-rate notes due 2011, non-callable for four years, price talk 13% coupon at a slight discount; (previously structured as single 10-year non-call five tranche); Jefferies & Co. (books), Guggenheim Capital Markets (co); Rule 144A/Regulation S; to repay debt; wholly owned subsidiary of Oklahoma City-based climate control products manufacturer LSB Industries; pricing Thursday.

WEEK OF JUNE 7

IASIS HEALTHCARE LLC/IASIS CAPITAL CORP.: $475 million senior subordinated notes due 2014 (B3/B-); Banc of America Securities, Citigroup, Goldman Sachs & Co., Merrill Lynch & Co., Lehman Brothers (joint); Rule 144A; to fund acquisition of Iasis by Texas Pacific Group from JLL Partners in transaction valued at $1.4 billion, expected to close by June 30; Franklin, Tenn. owner and operator of medium-sized acute care hospitals; roadshow June 1-9.

STATER BROS. HOLDINGS: $685 million in two tranches (B1): $525 million senior notes due 2012, non-callable for four years and $160 million senior floating-rate notes due 2010, non-callable for two years; Banc of America Securities; Rule 144A; to fund tender for 10¾% senior notes due 2006, pay for acquisition and construction of a new distribution center, and general corporate purposes; Colton, Calif.-based supermarket chain operating in Southern Calif.; roadshow June 1-9.

US UNWIRED INC.: $285 million bonds in two parts: $125 million first priority senior secured floating-rate notes due 2010 (CCC+), non-callable for two years, and $160 million senior secured fixed rate notes due 2012 (CCC-), non-callable for four years; Lehman Brothers, Banc of America Securities (joint), Bear Stearns & Co. (co); Rule 144A; to repay bank debt and fund the tender/redemption of 13 3/8% senior subordinated discount notes; Lake Charles, La.-based Sprint PCS affiliate; roadshow June 2-10.

PACIFIC ENERGY FINANCE CORP.: $240 million senior notes due 2014; Lehman Brothers (books), Banc of America Securities, Citigroup (joint leads), BNP Paribas, Scotia Capital, Wachovia Securities (co's); Rule 144A/Regulation S; non-callable for five years; to repay $225 million term loan and a portion of revolver; subsidiary of Pacific Energy Partners, LP, Long Beach, Calif. company that gathers, transports, stores and distributes crude oil and other related products in California and the Rocky Mountain region; roadshow June 3-10.

WEEK OF JUNE 14

ADESA INC.: $125 million senior subordinated notes due 2012 (B1/B+); UBS Investment Bank, Merrill Lynch & Co. (joint), ABN Amro, BancOne Capital Markets, Harris Nesbitt, BNP Paribas, Piper Jaffrey, Wells Fargo Securities (co's); public; non-callable for four years; also 6.25 million share IPO at $23-$25 per share; to repay debt; Carmel, Ind. operator of used vehicle and auto salvage auctions, and vehicle redistribution services; roadshow June 3-15.

JUNE BUSINESS

US ONCOLOGY: $675 million via Rule 144A: $200 million senior notes due 2012 (B-), non-callable for four years, and $475 million senior subordinated notes due 2014 (B-), non-callable for five years; Citigroup, JP Morgan, Wachovia Securities; also $500 million senior secured credit facility; to help fund LBO by Oiler Acquisition Corp., an affiliate of Welsh, Carson, Anderson & Stowe IX, LP.; Houston-based cancer treatment services company; expected to price in June.

THIRD QUARTER

ROCKWOOD SPECIALTIES INC.: €500-€600 million high yield notes; Credit Suisse First Boston, Goldman Sachs & Co., UBS Investment Bank; to help finance €2.25 billion acquisition of MG Technologies CeramTec, Chemetall, Sachtleben and DNES divisions; the divisions will be combined with Rockwood; Princeton, N.J. chemical manufacturer' transaction expected to close third quarter of 2004.

2004 BUSINESS

KABEL DEUTSCHLAND GMBH: €1 billion-plus high yield bonds to fund purchase of former Deutsche Telekom assets Ish GmbH, Kabel BW and Iesy eKabel Hessen GmbH for €2.7 billion; Deutsche Bank, Goldman, Sachs & Co. advisors; largest cable network operator in Europe acquired in 2003 from Deutsche Telekom by a consortium of financial investors comprised of Apax Partners, Providence Equity Partners and Goldman Sachs Capital Partners; regulatory approval for the takeovers expected by fourth quarter of 2004.

ON THE HORIZON

ARGO-TECH CORP. $250 million senior unsecured notes due 2011 (B1/B); also $45 million credit facility; to fund tender for $195 million 8 5/8% senior subordinated notes due 2007, JP Morgan dealer manager, expires June 16, and repay preferred stock held by parent Agro-Tech Holdings; Cleveland, Ohio manufacturer of aircraft fuel-flow devices.

AMERICAN EQUITY INVESTMENT LIFE HOLDING CO.: $150 million senior notes due 2014 and 2016 (BB+); Merrill Lynch & Co., Raymond James, Advest, Wachovia Securities; off-the-shelf; non-callable for life; to refinance bank debt and general corporate purposes; West Des Moines, Iowa underwriter of annuity and insurance products; delayed May 7 pending Fitch rating.

HOLLYWOOD ENTERTAINMENT: $600 million: $400 million senior notes $200 million senior subordinated notes; UBS Investment Bank; Rule 144A; to fund acquisition of Oscar by Carso Holdings Corp., a Delaware corporation formed by affiliates of Leonard Green & Partners, LP.

HYUNDAI MOTOR CO.: $150-$200 million offshore floating-rate bonds (Ba1/BB), maturity to be determined; to repay debt; South Korean auto maker; pre-marketing.

PANAMSAT CORP.: High yield bonds and new credit facility; hear Credit Suisse First Boston, Citigroup to lead both components; to finance $4.3 billion acquisition by Kohlberg Kravis Roberts & Co. from The DirecTV Group Inc., expected to be completed in second half of 2004; Wilton, Conn. satellite operator.

VERIZON HAWAII: New high yield bonds; also new credit facility to be led by JPMorgan, Goldman Sachs, Lehman Brothers (same banks to lead bond deal, although not necessarily in that order; to fund Carlyle Group's $1.65 billion acquisition of Verizon Hawaii from Verizon Communications Inc.; pending regulatory approvals.

ADELPHIA COMMUNICATIONS CORP.: $3.3 billion 10-year senior unsecured notes; non-callable for five years; part of $8 billion bond and bank loan exit financing from Chapter 11; Deutsche Bank Securities; Greenwood Village, Colo. cable television company.

SEITEL, INC.: $180 million high-yield bonds to help fund exit from Chapter 11; Houston seismic information and technology company.

SICPA: €150 million; BNP Paribas, Credit Suisse First Boston.

GLOBAL MOTORSPORT GROUP INC.: $85 million senior secured notes due 2008 (B-); Jefferies & Co.; Rule 144A; non-callable for three years; to repay bank debt; Morgan Hill, Calif.-based aftermarket supplier of motorcycle parts.

LOEWS CINEPLEX THEATRES: senior subordinated notes; Rule 144A; coming with senior credit facility and IPO; IPO via Goldman Sachs, Citigroup, Credit Suisse First Boston and Merrill Lynch; to repay debt and for general corporate purposes; motion picture exhibitor headquartered in New York City.

DNO ASA: Two new bond loans; to refinance existing bond loans and finance new investment in petroleum licenses, mainly on the Norwegian shelf; terms to be set at a board meeting in last week of May.

INCOME SECURITIES OFFERINGS IN THE MARKET

ALASKA COMMUNICATIONS SYSTEMS GROUP INC.: $400 million income deposit securities: shares of Class A common stock and senior subordinated notes due 2019; Citigroup, CIBC World Markets, JP Morgan (books), Banc of America Securities, RBC Capital Markets, Jefferies & Co., KeyBanc Capital Markets (co's); proceeds, together with cash on hand, to fund the cash payment existing stockholders in connection with the reclassification and to repay existing credit facility; Anchorage, Alaska-based provider of fixed line and mobile telecommunications services in Alaska.

ALLIANCE LAUNDRY HOLDINGS INC.: up to $375 million of income deposit securities (IDS) comprised of 20,415,857 shares of Class A common stock and $116.4 million aggregate principal amount of senior subordinated notes due 2019; also separate offering of $16.2 million senior subordinated notes separately (Caal/CCC on notes only); CIBC World Markets, Lehman Brothers (joint), UBS Investment Bank (co) estimated price $14.00 and $16.00 per IDS; company supplies washers and driers to laundromats.

AMERICAN SEAFOODS CORP.: approximately $674 million of income deposit securities and 15-year notes: 39.5 million IDSs comprised of shares of Class A common stock and $171.9 million of notes due June 15, 2019, ALSO separate offering of $27.7 million notes due June 15, 2019; CIBC World Markets, Merrill Lynch & Co. (leads), UBS Investment Bank (joint lead), Credit Suisse First Boston, RBC Capital Markets, Legg Mason, KeyBanc Capital Markets, SunTrust Robinson Humphrey, Piper Jaffray, Wells Fargo Securities, Scotia Capital, Morgan Joseph & Co.; to indirectly redeem additional equity from owners of affiliate, American Seafoods, LP.

B&G FOODS HOLDINGS CORP.: approximately $450 million proceeds from sale of 28.4 million Enhanced Income Securities (EIS), representing 28.4 million shares of Class A common stock and $196.2 million senior subordinated notes due 2016; ALSO separate offering of $26.5 million senior subordinated notes due 2016; RBC Capital Markets, Credit Suisse First Boston, Merrill Lynch & Co. (joint books), Lehman Brothers and Piper Jaffray; registered; to repay bank debt, call $220 million 9 5/8% senior subordinated notes due 2007 at 103.208 and repurchase preferred stock and a significant portion of outstanding class B common stock; Parsippany, N.J. manufacturer of food products.

EYE CARE CENTERS OF AMERICA: $375 million Income Units comprised of class A common stock and senior subordinated notes due 2014; Banc of America Securities, Merrill Lynch & Co. (books), Citigroup, Lehman Brothers (co's); proceeds along with available cash to repay credit facility, redeem $100 million 9 1/8% senior subordinated notes due 2008 and $50 million subordinated term notes, also redeem all outstanding preferred stock and repurchase common stock from existing shareholders; San Antonio, Tex. prescription optical retail chain owner.

RURAL LEC ACQUISITION LLC: $190 million income deposit securities comprised of class A common stock and senior subordinated notes due 2019; CIBC World Markets, RBC Capital Markets; to repay $81.2 million of long-term notes and $18 million Mid-Missouri Holding long-term notes and for general corporate purposes; Oneonta, Ala. provider of telephone services in Alabama and Missouri, plans to change its name to Otelco Inc. before the offering closes.

UAP HOLDING CORP.: $680 million income deposit securities and senior subordinated notes due 2019: $640 million of income deposit securities comprised of 32 million securities to price at approximately $20.00 per security, to include shares of common stock (valued at $11.41 per share), and $275 million of senior subordinated notes due 2019 (valued at $8.59 per note); Also separate offering of $39.7 million senior subordinated notes due 2019 (Caa3 on both debt offerings); Credit Suisse First Boston, UBS Investment Bank, CIBC World Markets (joint), Goldman, Sachs & Co., Merrill Lynch & Co (co's); to take out preferred stock owned by ConAgra and stock owned by company executives and Apollo Management V LP; subsidiary of United Agri Products, the former ConAgra agricultural products business.

ROADSHOWS

June 1-9: IASIS HEALTHCARE LLC/IASIS CAPITAL CORP. $475 million; Banc of America Securities; Rule 144A; 10-year

June 1-9: STATER BROS. HOLDINGS $685 million; Banc of America Securities; Rule 144A; 8NC4 and 6NC2

June 2-10: US UNWIRED INC. $285 million; Lehman Brothers, Banc of America Securities; Rule 144A; 6NC2 and 8NC4

June 3-15: ADESA INC. $125 million; UBS Investment Bank, Merrill Lynch & Co.; public; 8NC4

June 3-10: PACIFIC ENERGY FINANCE CORP. $240 million; Lehman Brothers; Rule 144A/Regulation S; 10NC5

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