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Published on 10/17/2012 in the Prospect News High Yield Daily.

High Yield Calendar: $2.46 billion and €410 million deals being marketed

October 15 week

EPL OIL & GAS, INC.: $250 million tack-on to 8¼% senior notes due 2018 (current ratings Caa1/B-); Credit Suisse Securities (USA) LLC, BMO Securities, Jefferies & Co. (joint); Rule 144A and Regulation S with registration rights; callable on Feb. 15, 2015 at 104.125; 35% equity clawback at 108.25 until Feb. 15, 2014; upon release from escrow proceeds will be used to finance the acquisition of 100% of the issued and outstanding member interests of Hilcorp Energy GOM, LLC, which owns certain shallow-water Gulf of Mexico shelf oil and natural gas interests; Houston-based exploration and production company; price talk 99, implying an 8.483% yield to worst; books close at 10 a.m. ET Thursday, pricing thereafter; original $210 million issue (via Energy Partners Ltd.) priced at par in February 2011.

ALERIS INTERNATIONAL, INC.: $400 million eight-year senior notes (B2/B); J.P. Morgan Securities LLC, Barclays, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., Bank of America Merrill Lynch (joint), KeyBanc Capital Markets, Moelis, UBS Investment Bank (co's); Rule 144A and Regulation S with registration rights; callable in three years at par plus 75% of coupon; for general corporate purposes including working capital, capital expenditures and/or funding the completion of an aluminum rolling mill in China, to fund potential acquisition opportunities, and, after March 31, 2013, to fund one or more possible cash dividends to Aleris Corp.; Beachwood, Ohio-based aluminum producer; price talk 8% area; pricing Thursday afternoon.

NUMERICABLE FINANCE & CO. SCA €410 million senior secured notes (expected ratings B2/B): €200 million 6.25-year fixed-rate notes, non-callable for 3.25 years, price talk 8¾% to 9%, and €210 million six-year floating-rate notes, non-callable for one year, price talk three-month Euribor plus 800 bps at 99.00; JPMorgan, BNP Paribas, Citigroup, Credit Agricole, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley; Rule 144A and Regulation S for life; to refinance debt; Lille, France-based cable operator; pricing expected Thursday.

TERVITA CORP. $290 million senior notes due 2019 (expected ratings Caa2/CCC+); Deutsche Bank Securities Inc. (left books), Goldman Sachs & Co., RBC Capital Markets, TD Securities (joint books); Rule 144A and Regulation S; callable after three years at par plus 75% of coupon; 101% poison put; to repay debt under Tervita's dollar- and Canadian dollar-denominated revolvers, to pay fees and expenses related to an amendment to its senior secured credit facilities, and for general corporate purposes; Calgary, Alta.-based environmental and energy services company; roadshow Oct. 16-18.

SHEARER'S FOODS INC.: $210 million senior secured notes due 2019 (B3/expected B); BMO Securities, Barclays, KeyBanc Capital Markets; non-callable for three years; to fund the acquisition of the company by Wind Point Partners and the Ontario Teachers' Pension Plan from Mistral Equity Partners; Brewster, Ohio-based producer and distributor of contract pack and private label seasoned snack foods; pricing expected Oct. 15 week.

DUFRY FINANCE SCA: $500 million eight-year senior unsecured notes; Credit Suisse Securities (USA) LLC, Bank of America Merrill Lynch (joint global coordinators); RBS Securities Inc., BBVA Securities Inc., Credit Agricole Securities (USA) Inc., Goldman Sachs & Co., HSBC Securities (USA) Inc., ING Financial Markets LLC, Morgan Stanley & Co. LLC, Raiffeisen, Santander Investment Securities Inc., UBS Securities LLC, Unicredit (joint bookrunners); Rule 144A and Regulation S for life; non-callable for three years, then callable at par plus 75% of coupon; proceeds to refinance existing debt; Basel, Switzerland-based travel retailer; European, U.S. roadshow starts Oct. 15, pricing expected late during Oct. 15 week.

October 22 week

BOE MERGER CORP. to be merged with and into BWAY PARENT CO., INC.: $375 million senior PIK toggle notes due 2017 (/CCC+/); Bank of America Merrill Lynch, Deutsche Bank Securities Inc., Goldman Sachs & Co. (joint), J.P. Morgan Securities LLC, UBS Investment Bank (co's); Rule 144A for life; make-whole call at Treasuries plus 50 bps until June 15, 2014, then callable at par plus 50% of coupon; 40% equity clawback until June 15, 2014; 101% poison put; to finance the acquisition of the company by Platinum Equity, LLC, refinance and repurchase certain existing debt of BWAY Parent Company, Inc. and its subsidiaries; Atlanta-based supplier of general line rigid containers; roadshow starts Oct. 18; investor call 12:15 p.m. ET Oct. 18; pricing early Oct. 22 week.

SIDEWINDER DRILLING INC.: $225 million seven-year senior notes; Jefferies & Co. (sole books), PNC Capital Markets LLC, Friedman Billings Ramsey (co's); Rule 144A and Regulation S for life; non-callable for four years; to fund the acquisition of Union Drilling, Inc.; Houston-based land drilling company controlled by Avista Capital Partners; pricing early-to-mid Oct. 22 week.

PETAQUILLA MINERALS LTD.: $210 million senior secured notes due 2017 (Caa1); Global Hunter Securities (sole); non-callable for two years; to refinance debt and to finance capital expenditures related to the Lomero-Poyatos mine in Spain; Vancouver, B.C.-based Petaquilla Copper is a copper exploration company; price talk 12% yield with warrants.

Expected October Business

MERRILL COMMUNICATIONS LLC: $150 million 5.5-year second-lien notes with warrants for 10% of the company; Credit Suisse Securities (USA) LLC; non-callable; to refinance bank debt; St. Paul, Minn.-based provider of technology-enabled services for the financial, legal, health care, real estate and other corporate markets; Libor plus 1,450 bps, including 2% PIK, with no floor and an original issue discount of 98 (being marketed primarily to bank loan accounts).

PLAINS EXPLORATION & PRODUCTION CO.: $2 billion senior notes and $5 billion credit facility; J.P. Morgan Securities LLC, Barclays, Bank of America Merrill Lynch, BMO Capital Markets Corp., Citigroup Global Markets Inc., RBC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Wells Fargo Securities LLC; to fund acquisition of a 50% working interest in the Holstein Field, to fund the purchase of oil and natural gas interests in the Gulf of Mexico from BP Exploration & Production Inc., to refinance debt and for general corporate purposes; Houston-based oil and gas company.

TDF GROUP (TELEFFUSION DE FRANCE): Euro-denominated high-yield bonds; BNP Paribas expected to be involved; to refinance debt; Paris-based multiple-platform telecommunications company.

TRANSUNION HOLDING CO., INC.: $400 million senior PIK toggle notes due 2018 (expected ratings Caa1/B-); Goldman Sachs & Co., Deutsche Bank Securities Inc. (joint); Rule 144A and Regulation S; to fund a sponsor dividend; Chicago-based provider of information management and risk management services; expected to launch during Oct. 22 week.

On The Horizon

CKX ENTERTAINMENT, INC.: $360 million senior secured second-lien notes due 2019 (/B-/); Goldman Sachs & Co. (left books), Macquarie Group Ltd. (joint books); Rule 144A and Regulation S; non-callable for four years; to fund the purchase of common stock and repay existing credit facility; New York City-based owner and developer of entertainment content; possible business for the first quarter of 2012.

ENERGY TRANSFER EQUITY, LP: $3.2 billion high-yield bonds to help complete the $7.9 billion merger of Energy Transfer and Southern Union Co., including repayment of $3.7 billion of Southern Union debt; Energy Transfer is a Dallas-based oil and gas pipeline company.

FTS INTERNATIONAL, INC.: $400 million secured notes to repay term loan; company is soliciting consents from holders of its 7 1/8% notes due 2018 to amendments to the indenture governing the notes, Bank of America Merrill Lynch and Citigroup Global Markets Inc. are the solicitation agents; provider of well completion services for the oil and gas industry with corporate offices in Fort Worth and Cisco, Texas; expected Autumn 2012 business.

GLOBALIVE WIRELESS MANAGEMENT CORP.: Up to $1 billion equivalent in U.S. dollar- and Canadian dollar-denominated notes; Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp.; Rule 144A; to fund expansion of its wireless network and for general corporate purposes; Toronto-based wireless communications services provider; expected during first quarter of 2012.

GREENFIELD ETHANOL INC.: C$175 million of five-year senior second-lien notes (/B+//DBRS: B); Scotia Capital Inc. (lead); Macquarie Capital Markets Canada Ltd., Societe Generale (Canada) and TD Securities Inc. (co-managers); non-callable for three years, 101% change-of-control put; equity clawback for up to 35% in first three years; Canada call at 50 bps over Canadian government benchmark; guarantors GreenField Ethanol (Johnstown) Inc.; GreenField Ethanol (Hensall) Inc.; GreenField Hensall LP; GreenField Hensall GP Inc.; Pharmco Products Inc.; Aaper Alcohol and Chemical Co., Aaper Holdings Inc.; GreenField Ethanol of Quebec Inc. and all future restricted subsidiaries of GreenField.; proceeds to repay debt, to terminate existing interest rate swap agreements and for general corporate purposes; Ontario-based GreenField Ethanol is Canada's largest ethanol company.

M&G FINANCE CORP.: $200 million to $300 million senior secured notes due 2019 (expected B3//BB), downsized from $500 million; J.P. Morgan Securities LLC (sole); Rule 144A and Regulation S for life; non-callable (call protection increased from four years); to finance construction of new PET and PTA production facilities, pay back intercompany debt and fund working capital; Houston-based Mossi & Ghisolfi (M&G) produces polyethylene terephthalate (PET) resin for packaging applications; price talk 10% coupon to yield 12% at an issue price of approximately 90.

NAL OIL & GAS: C$150 million to C$250 million notes; RBC Capital Markets, BMO Nesbitt Burns; Calgary, Alta., trust acquires interests in Canada's upstream conventional oil and gas industry.

OPI INTERNATIONAL: $160 million first-lien senior secured notes due 2017; Global Hunter Securities; non-callable for three years; to help fund the acquisition of offshore construction vessels and refinance debt; Houston-based services provider to the offshore oil and gas industry; expected May business.

PPG COMMODITY CHEMICALS: $660 million notes and $240 million term loan in connection with its spin-off from PPG Industries and merger with Georgia Gulf Corp., expected to occur in late 2012 or early 2013; Barclays and J.P. Morgan Securities LLC have provided the debt commitment; PPG Commodity Chemicals is a producer of chlorine, caustic soda and related chemicals; PPG is Pittsburgh-based coatings and specialty products company.

SILVERLEAF RESORTS, INC.: $175 million senior secured notes due 2019; Deutsche Bank Securities Inc.; non-callable for three years; to pre-fund development of vacation ownership inventory, to refinance a portion of the company's existing debt, to pay a dividend to the sponsor; Dallas-based resort operator.

SPECTRUM BRANDS HOLDINGS, INC.: $1.04 billion senior unsecured bridge loan, to be partially or totally taken out by issuing senior unsecured notes; Deutsche Bank, Barclays; also $800 million term loan; to fund the acquisition of Stanley Black & Decker, Inc., expected to close during the first quarter of 2013; Spectrum Brands is a Madison, Wis.-based consumer products company.

SPOTTED HAWK DEVELOPMENT LLC: $100 million five-year senior secured notes; Global Hunter Securities (sole books), Knight Capital (co); non-callable for three years; to fund oil production in the Bakken Field Play; New Town, N.D.-based energy exploration and production company; currently being marketed.

TEMPUR-PEDIC INTERNATIONAL INC.: $350 million senior notes and $1.77 billion credit facilities; Bank of America Merrill Lynch (lead arranger and bookrunner); to help fund its acquisition of Sealy Corp. for $2.20 per share including repayment of all of Sealy's outstanding convertible and non-convertible debt, for a total transaction value of about $1.3 billion, expected to close in the first half of 2013; Tempur-Pedic is a Lexington, Ky.-based bedding manufacturer; Sealy is a Trinity, N.C.-based bedding manufacturer.

TPC GROUP INC.: Up to $600 million senior secured notes and $250 million senior secured asset-based revolver; Bank of America Merrill Lynch, Morgan Stanley Senior Funding Inc. and Jefferies Finance LLC; to help fund its acquisition by First Reserve Corp. and SK Capital Partners; expected to close in the fourth quarter; TPC Group is a Houston-based processor and service provider of value-added products derived from niche petrochemical raw materials; expected late third quarter or early fourth quarter business.

Roadshows

Started Sept. 24: PETAQUILLA $210 million; Global Hunter.

Started Oct. 9: ALBEA BEAUTY $650 million; Bank of America, JPMorgan, Barclays.

Started Oct. 15: DUFRY FINANCE SCA: $500 million; Credit Suisse, Bank of America Merrill Lynch, RBS, BBVA, Credit Agricole, Goldman Sachs, HSBC, ING, Morgan Stanley, Raiffeisen, Santander, UBS, Unicredit.

Started Oct. 15: EPL OIL & GAS $250 million; Credit Suisse, BMO, Jefferies.

Oct. 16-18: TERVITA $290 million; Deutsche Bank, Goldman Sachs, RBC, TD.

Started Oct. 16: ALERIS $400 million; JPMorgan, Barclays, Deutsche Bank, Credit Suisse, Goldman Sachs, Bank of America.

Pricing during the Oct. 15 week: SHEARER'S FOODS $210 million; BMO, Barclays, KeyBanc.

Pricing mid-to-late Oct. 22 week: SIDEWINDER DRILLING $225 million; Jefferies.

Starts Oct. 18: BWAY $375 million; Bank of America, Deutsche Bank, Goldman Sachs.


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