High Yield Calendar: $3.75 billion, €425 million and C$325 million deals being marketed

NOVEMBER 15 WEEK

PAETEC ESCROW CORP. to be assumed by PAETEC HOLDING CORP.: $420 million eight-year senior notes (Caa1/CCC+); Deutsche Bank Securities Inc., Bank of America Merrill Lynch (joint), Goldman Sachs & Co., Morgan Stanley & Co. Inc. (co's); Rule 144A with registration rights; non-callable for four years; to help fund the acquisition of Cavalier Telephone Corp. from M/C Venture Partners; Paetec is a Fairport, N.Y.-based provider of business communications; price talk 10¼% to 10½% yield, including 2-3 points OID; books close 10 a.m. ET Friday, pricing mid-day Friday.

PETCO ANIMAL SUPPLIES INC.: $500 million eight-year senior notes (Caa1/CCC+); J.P. Morgan Securities LLC, Credit Suisse, Bank of America Merrill Lynch, Wells Fargo Securities, Morgan Stanley & Co. Inc., Goldman Sachs & Co.; non-callable for three years; to refinance bank debt, fund tender for 10½% senior subordinated notes and fund a dividend; San Diego-based specialty retailer of pet food, supplies and services; price talk 9¼% to 9½%; pricing expected late Friday morning.

PERFORMANCE FOODS GROUP, INC.: $550 million senior notes due 2017; Credit Suisse, Wells Fargo Securities, Bank of America Merrill Lynch, Macquarie (joint); Rule 144A/Regulation S; callable in three years at par plus 75% of coupon; three-year 35% equity clawback; 101% poison put; to refinance mezzanine debt and fund a dividend; Richmond, Va.-based distributor specializing in broadline distribution, customized distribution, and processing/delivering fresh-cut produce throughout the United States; roadshow and pricing Nov. 15 week.

SPENCER SPIRIT HOLDINGS, INC./SPENCER GIFTS LLC/SPIRIT HALLOWEEN SUPERSTORES LLC: $150 million senior secured notes due 2016; Wells Fargo Securities, UBS Investment Bank (joint); Rule 144A for life; non-callable for three years (special call allows issuer to redeem 10% of notes annually at 103 during non-call period); to repay debt and make a distribution to shareholders; Easton, Pa.-based specialty retailer; roadshow started Nov. 12; pricing late Nov. 15 week.

SHIP FINANCE INTERNATIONAL LTD.: $400 million 10-year senior notes (expected ratings B1/B+); Jefferies & Co., Goldman Sachs & Co. (joint), Deutsche Bank Securities, Pareto Securities, Dahlman Rose & Co., DnB NOR Markets, First Securities (co's); registered; non-callable; to repay debt, including tendering for senior notes due 2013, and for general corporate purposes; Hamilton, Bermuda-based maritime company; roadshow Nov. 15-19.

NORTHERN TIER ENERGY LLC and NORTHERN TIER FINANCE CORP.: $290 million senior secured notes due 2017 (B1); Goldman Sachs & Co. (left books), Macquarie, RBC Capital Markets, SunTrust Robinson Humphrey Inc. (joint books); Rule 144A with registration rights; non-callable for three years; to finance the purchase of assets from Marathon; Houston-based energy company; roadshow started Nov. 15; pricing Friday.

FLAKEBOARD CO. LTD.: $225 million seven-year senior secured notes (B2/B/); J.P. Morgan Securities LLC, Goldman Sachs & Co.; non-callable for four years; to repay bank debt; Markham, Ont.-based manufacturer of composite panel products; pricing late Nov. 15 week.

MURRAY ENERGY CORP.: $150 million seven-year senior notes; Jefferies & Co. (left books), Goldman Sachs & Co. (joint books); Rule 144A for life; non-callable for four years; for general corporate purposes, including the expansion of production capacity and preparation plant processing capacity at certain mining complexes; Pepper Pike, Ohio-based privately owned coal company; roadshow Nov. 16-19.

CLUBCORP CLUB OPERATIONS, INC.: $415 million senior notes due 2018; Citigroup; Rule 144A/Regulation S with registration rights; non-callable for four years; proceeds, along with new credit facilities, other funds received in connection with the reorganization transactions, and cash on hand, to repay debt under the existing credit facilities; Dallas-based owner and operator of golf courses, country clubs, private business and sports clubs, and resorts; pricing late Nov. 15 week.

NEWALTA CORP.: C$125 million seven-year senior notes (B1); CIBC World Markets (sole) Scotia Capital (co); non-callable for three years; Calgary, Alta.-based industrial waste management and environmental services company; to refinance bank debt; roadshow expected during Nov. 15 week.

NOVEMBER 22 WEEK

BRIGHTSTAR CORP.: $250 million senior notes due 2016; Jefferies & Co. (left books), Goldman Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse (joint books), ANZ Securities, BB&T Capital Markets, Fifth Third Securities, HSBC, PNC Capital Markets, Standard Bank, US Bancorp (co's); Rule 144A for life; non-callable for three years; to refinance existing debt; Miami-based global services company focused on delivering solutions to the key participants in the wireless device market; roadshow Nov. 15-22.

RAIN CII CARBON LLC and CII CARBON CORP.: $400 million senior secured notes due 2018 (expected ratings B1/BB-); Citigroup Global Markets Inc. (left books), Goldman Sachs & Co., Jefferies & Co. (joint books); Rule 144A for life; non-callable for four years; three-year 35% equity clawback; 101% poison put; to repay debt; Kingwood, Texas-based calcined petroleum coke producer; roadshow Nov. 15-22.

CARA OPERATIONS LTD.: C$200 million five-year senior secured second-lien notes; Scotia Capital (sole), RBC Capital Markets, TD Securities, BNP Paribas, CIBC World Markets (co's); non-callable for two years; to reduce bank debt; largest full-service restaurant operator in Canada; roadshow Nov. 19-23.

3W POWER HOLDINGS SA: Up to €125 million and a coupon of 9¼% subordinated notes due 2015; Close Brothers Seydler Bank AG; to secure long-term funding for AEG PS' external growth strategy and business realignment; 3W is the holding company for Netherlands-based electronics company AEG Power Solutions; books open Nov. 18-24.

LOTTOMATICA GROUP SPA: €300 million subordinated interest-deferrable capital securities due 2070 (Ba2/BB); Credit Suisse, Deutsche Bank, Mediobanca; to refinance debt; pricing Nov. 22 week (Italian gaming company is concurrently in the market with €500 million investment grade senior notes, rated Baa3/BBB-).

EXPECTED NOVEMBER BUSINESS

AMERICAN REPROGRAPHICS CO.: $220 million senior notes due 2018; Bank of America Merrill Lynch; Rule 144A/Regulation S; non-callable for four years; to repay and retire its existing senior secured credit facility, pay swap termination costs, and for general corporate purposes; Walnut Creek, Calif.-based provider of business-to-business document management.

KANSAS CITY SOUTHERN DE MEXICO SA DE CV: Expected $300 million to $350 million high-yield notes; Bank of America Merrill Lynch; to fund tender offers for $175 million 7 5/8% senior notes due 2013 and $130 million of 12½% senior notes due 2016; subsidiary of Kansas City, Mo.-based railroad company, Kansas City Southern; expected November business.

SOUTHERN PACIFIC RESOURCES CORP: C$300 million of high-yield bonds; RBC Capital Markets, BMO Capital Markets, Credit Suisse Securities (Canada) Inc., TD Securities Inc.; proceeds to fund STP-McKay Thermal Project in northern Alberta.

ON THE HORIZON

ARMSTRONG WORLD INDUSTRIES INC.: $800 million debt financing to include possible senior notes and bank loan; Bank of America Merrill Lynch, Barclays Capital, J.P. Morgan Securities LLC to lead the bank loan; to help fund a dividend to shareholder; Lancaster, Pa.-based designer and manufacturer of floors, ceilings and cabinets; transaction expected by end of 2010.

BUMBLE BEE FOODS LP: New high-yield notes and a new credit facility; JPMorgan, Wells Fargo Securities, Barclays Capital, Jefferies & Co.; to fund the acquisition of the company by Lion Capital LLP from Centre Partners Management LLC, expected to be completed by the end of 2010; San Diego-based supplier of shelf-stable seafood.

CABLEVISION SYSTEMS CORP.: $250 million senior notes and $840 million credit facility to help fund the $1.365 billion acquisition of Bresnan Communications, expected to close late 2010 or early 2011; Bank of America, Citigroup, Barclays, Credit Suisse and UBS are the lead banks on the debt; Cablevision is a Bethpage, N.Y.-based telecommunications, media and entertainment company.

DARLING INTERNATIONAL INC.: $250 million eight-year senior notes (B2); also $625 million credit facility being led by J.P. Morgan Securities LLC, BMO Nesbitt Burns, Goldman Sachs & Co., PNC Bank; to help fund the acquisition of Griffin Industries Inc., targeted to close Dec. 13, 2010; Darling is an Irving, Texas-based provider of rendering, recycling and recovery solutions to the food industry.

GRIFOLS SA: $1.1 billion high-yield notes; also $3.4 billion credit facility (Ba3/BB) via Deutsche Bank, Nomura, BBVA, BNP Paribas, HSBC and Morgan Stanley, expected to launch during July 2010; to help fund the company's acquisition of Talecris Biotherapeutics Holdings Corp.; Grifols is a Barcelona, Spain-based health care company and producer of plasma protein therapies. Talecris is a Research Triangle Park, N.C.-based biotherapeutics products company.

LODGENET INTERACTIVE CORP.: Possible debt financing that could include bonds; to repay bank debt; Sioux Falls, S.D.-based provider of interactive media and connectivity solutions to the hospitality industry and interactive patient education, information and entertainment systems to health care facilities; ($435 million six-year senior secured second-lien notes, B3/B/, via Bank of America Merrill Lynch, J.P. Morgan Securities LLC, put on hold Sept. 28 as company announced it is seeking alternatives).

POLYMER GROUP INC.: Possible $545 million secured notes via public or Rule 144A offering (financing could alternatively take the form of $545 million increasing-rate loans under the existing senior secured credit facility); also $50 million ABL facility and $260 million of sponsor equity; debt commitments from Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Barclays Bank PLC, Barclays Capital, Royal Bank of Canada, RBC Capital Markets; to help fund $326 million buyout by the Blackstone Group Charlotte, N.C., producer of non-wovens for the hygiene, wipes, medical, and industrial markets; expected November or December business.

RADIO ONE, INC.: $100 million senior notes due 2017 (Caa2/CCC+); to finance the purchase of an increased stake in TV One; also new $400 million credit facility, via Deutsche Bank Securities Inc.; Lanham, Md.-based radio broadcaster targeting African American audiences in urban communities.

SWIFT HOLDINGS CORP./SWIFT TRANSPORTATION: New senior secured second-lien notes; also new credit facility to be led by Bank of America Merrill Lynch, Morgan Stanley and Wells Fargo Securities; to refinance the company's existing bank debt, senior secured floating-rate notes and senior secured fixed-rate notes; Phoenix-based transportation services company and truckload carrier.

TRANSDIGM GROUP INC.: $780 million senior subordinated notes; with $1.2 billion in new term loan and revolving bank debt to help fund the $1.23 billion acquisition of McKechnie Aerospace Holdings, Inc. and repay $280 million of existing term loan borrowings at TransDigm and refinance its revolver; Cleveland-based aircraft components company.

WII COMPONENTS, INC.: $115 million five-year senior secured notes due 2015 (/B-/); Gleacher & Co. (sole); Rule 144A with registration rights/Regulation S; non-callable for two years; 35% equity clawback; 101% poison put; to fund the tender and consent for the 10% senior notes due in 2012 and for general corporate purposes; St. Cloud, Minn.-based manufacturer of hardwood cabinet doors, hardwood components and engineered wood products.

ROADSHOWS

Started Nov. 12: SPENCER SPIRIT HOLDINGS, INC./SPENCER GIFTS LLC/SPIRIT HALLOWEEN SUPERSTORES LLC $150 million; Wells Fargo Securities, UBS Investment Bank.

Pricing late Nov. 15 week: CLUBCORP CLUB OPERATIONS, INC. $415 million; Citigroup.

Started Nov. 15: NORTHERN TIER ENERGY LLC and NORTHERN TIER FINANCE CORP. $290 million; Goldman Sachs & Co., Macquarie, RBC Capital Markets, SunTrust Robinson Humphrey Inc.

Started Nov. 15: PERFORMANCE FOODS GROUP, INC. $550 million; Credit Suisse, Wells Fargo Securities, Bank of America Merrill Lynch, Macquarie.

Nov. 15-22: RAIN CII CARBON LLC and CII CARBON CORP. $400 million; Citigroup Global Markets Inc. (left books), Goldman Sachs & Co., Jefferies & Co.

Nov. 15-22: BRIGHTSTAR CORP. $250 million; Jefferies & Co., Goldman Sachs & Co., J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse.

Nov. 15-19: SHIP FINANCE INTERNATIONAL LTD. $400 million; Jefferies & Co., Goldman Sachs & Co.

Nov. 18-24: 3W POWER HOLDINGS SA Up to €125 million; Close Brothers Seydler Bank AG.

Nov. 16-19: MURRAY ENERGY CORP. $150 million; Jefferies & Co., Goldman Sachs & Co.

Pricing late Nov. 15 week: FLAKEBOARD CO. LTD. $225 million; J.P. Morgan Securities LLC, Goldman Sachs & Co.

Nov. 19-23: CARA OPERATIONS LTD.: C$200 million; Scotia Capital.

Pricing Nov. 22 week: LOTTOMATICA GROUP SPA €300 million; Credit Suisse, Deutsche Bank, Mediobanca.

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