High Yield Calendar: $800 million deals being marketed

WEEK OF FEB. 12

RITE-AID CORP. $800 million notes in two tranches: $300 million of senior secured second-lien notes due 2017 (/B+/BB-), non-callable for five years, and $500 million of senior notes due 2015 (/B-/CCC+), non-callable for four years; Citigroup (books), Wachovia Securities, Barclays Capital (co's); SEC registered; to call $300 million 9½% senior secured notes due February 2011 at 104.75 and replenish $1.75 billion revolver used to retire all of its $250 million outstanding 4¾% convertible notes due December 2006 and $185 million outstanding 7 1/8% senior notes due January 2007, and for general corporate purposes; Camp Hill, Pa.-based drugstore chain; roadshow Feb. 12-14; pricing Feb. 14 or 15.

EXPECTED FIRST-QUARTER BUSINESS

DOCTOR ACQUISITION CO.: $750 million guaranteed senior subordinated notes (B3); JP Morgan; also $1.46 billion senior secured credit facility; to help fund LBO by an investor group led by Ripplewood Holdings LLC and merger with two Ripplewood portfolio companies; Pleasantville, N.Y., publisher and direct marketing company.

ON THE HORIZON

ADESA INC.: $1.1 billion high-yield bonds; also $1.79 billion credit facility; Bear Stearns, UBS, Goldman Sachs, Deutsche Bank Securities lead banks on financing; bonds backed by $600 million senior unsecured bridge loan and $500 million senior subordinated unsecured bridge loan; to finance LBO by Kelso & Co., GS Capital Partners, ValueAct Capital and Parthenon Capital in a transaction valued at about $3.7 billion; Carmel, Ind., provider of wholesale vehicle auctions and used vehicle dealer floorplan financing.

ADVANCED MEDICAL OPTICS INC.: $200 million to $300 million high-yield bonds; also $500 million to $600 million credit facility via UBS, Bank of America and Goldman Sachs (UBS left lead); to fund acquisition of Irvine, Calif.-based laser vision correction products company IntraLase Corp. for about $808 million in cash, expected to be completed early in the second quarter; Santa Ana, Calif.-based Advanced Medical develops and manufactures medical devices for the eyes.

ARMOR HOLDINGS INC.: $400 million senior subordinated notes (B1/B+); company disclosed in a 10-Q filed Oct. 31 with the SEC that it is monitoring the interest rate environment seeking an opportunity to return with the transaction it withdrew on June 27, 2006 due to market conditions; Jacksonville, Fla., maker of security products.

BIOMET INC.: $2.565 billion in senior unsecured and/or senior subordinated unsecured high-yield notes, also $4.35 billion senior secured credit facility; financing to be led by Bank of America, Goldman Sachs, Bear Stearns, Lehman Brothers, Merrill Lynch and Wachovia; to finance LBO by Blackstone Group, Goldman Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG in a transaction with a total equity value of about $10.9 billion, expected to be completed on or before Oct. 31, 2007; Biomet is a Warsaw, Ind., designer and manufacturer of musculoskeletal medical products.

CLEAR CHANNEL COMMUNICATIONS INC.: $4.1 billion high-yield bonds and $17.375 billion credit facility; Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, RBS and Wachovia are lead banks on the debt financing; to help back its leveraged buyout by Thomas H. Lee Partners, LP and Bain Capital Partners, LLC, expected to be completed by the end of 2007; $2.6 billion senior unsecured bridge loan and a $1.5 billion senior subordinated unsecured bridge loan backing bonds; San Antonio media and entertainment company.

CONSUMER SOURCE INC.: $150 million second-lien loan and/or notes; to fund dividend to Primedia Inc., which Primedia will use to extinguish all existing bank debt; Consumer Source is a New York-based publisher and distributor of free real estate and automobile guides.

EXPRESS SCRIPTS INC.: $13.4 billion of bank loans and bonds, but possibly just bank debt; financing commitment from Citigroup and Credit Suisse; to help fund buyout bid for Caremark Rx Inc.; Express Scripts is a Maryland Heights, Mo., provider of pharmacy benefit management services; transaction expected in third quarter of 2007.

FREEPORT-MCMORAN COPPER & GOLD INC.: $6 billion in unsecured high-yield bonds with seven- to 10-year maturity to price in the area of 8¼%; also $10.5 billion in secured institutional term loans; financing commitment from JP Morgan, Merrill Lynch; to help fund the acquisition of Phelps Dodge for $25.9 billion in cash and stock; combined mining company will retain the name Freeport-McMoRan and be based in Phoenix; expected late January business.

HUNGARIAN TELEPHONE AND CABLE CORP. (HTTC): €200 million floating-rate notes; Merrill Lynch & Co., BNP Paribas, Calyon Securities; in connection with HTTC's acquisition of Invitel; HTTC, 62% owned by Danish telecom, TDC, with remaining shares traded on Nasdaq, has headquarters in Budapest and Seattle; expected in second quarter of 2007.

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.

MACDERMID INC.: $465 million high-yield bonds, also $560 million credit facility; financing to be led by Credit Suisse; public-to-private transaction in which Daniel H. Leever, chairman and CEO, and investment funds managed by Court Square Capital Partners and Weston Presidio will acquire MacDermid in a deal valued at more than $1.3 billion, including the assumption or repayment of about $301 million of debt; transaction expected to close in the first half of 2007; MacDermid is a Denver-based specialty chemical manufacturer.

OSI RESTAURANT PARTNERS INC.: $800 million high-yield notes; Banc of America Securities LLC, Deutsche Bank; also $1.35 billion credit facility; to fund the LBO by an investor group comprised of Bain Capital Partners, LLC, Catterton Partners and company founders Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon, expected to close prior to the end of April 2007; Tampa, Fla., casual dining restaurants company.

REALOGY CORP.: $3.65 billion bonds expected to be comprised of $2 billion senior unsecured notes, $750 million senior unsecured PIK toggle notes and $900 million senior subordinated notes; JP Morgan, Credit Suisse, Bear Stearns, Citigroup (joint); also $4.27 billion credit facility; also $1.99 billion equity commitment; to fund the approximately $9 billion LBO by Apollo Management expected to close in the spring of 2007; Parsippany, N.J., real estate franchisor.

SUN HEALTHCARE GROUP INC.: $250 million senior subordinated notes; also $505 million senior secured credit facility via Credit Suisse and CIBC; to fund its acquisition of Harborside Healthcare Corp., expected to close in first half of 2007; Sun is an Irvine, Calif., operator of long-term and postacute care facilities, and a provider of therapy, medical staffing, home care and hospice services.

TELESAT: $900 million bonds and $2.2 billion credit facility; Morgan Stanley, UBS Investment Bank to lead financing; to help fund acquisition of Telesat by a joint venture company formed by Loral Space & Communications Inc. and the Public Sector Pension Investment Board, expected to close by mid-2007; new company will be one of the world's largest operators of telecommunications satellites, with a combined fleet of eleven satellites and four additional satellites to be launched over the next three years.

UNITED SURGICAL PARTNERS INTERNATIONAL INC.: $480 million senior subordinated notes; Citigroup, Lehman, SunTrust, UBS, Bear Stearns; also $665 million credit facility; to fund LBO by Welsh, Carson, Anderson & Stowe for about $1.8 billion, expected to close in second quarter; also $852 million equity contribution; Addison, Texas, owner and operator of short-stay surgical facilities.

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.

ROADSHOWS

Feb. 12-14: RITE-AID CORP. $800 million; Citigroup

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