High Yield Calendar: $1.580 billion deals being marketed

WEEK OF APRIL 9

KAR HOLDINGS INC. $1.1 billion: $600 million senior notes (B3/CCC), floating-rate notes due 2014, non-callable for two years, and fixed-rate notes due 2014, non-callable for three years, also $500 million senior subordinated notes due 2015 (Caa1/CCC), non-callable for four years; Goldman Sachs & Co., Bear Stearns & Co., UBS Investment Bank, Deutsche Bank Securities (joint books), GE Capital Markets, BMO Capital Markets (co's); Rule 144A/Regulation S with registration rights; proceeds, along with $1.79 billion of bank debt, to fund acquisition of Adesa by Kelso, GS Capital, ValueAct Capital and Parthenon Capital for $27.85 per share; Westchester, Ill., automotive specialty salvage services provider; roadshow starts April 4; expected to price late April 9 week.

UNITED SURGICAL PARTNERS INTERNATIONAL INC. $480 million: $240 million senior notes due 2017 and $240 million senior subordinated toggle notes due 2017; Citigroup, Lehman Brothers, UBS Investment Bank, Bear Stearns; Rule 144A/Regulation S; both tranches non-callable for five years; to help fund United Surgical's merger with an affiliate of Welsh, Carson, Anderson & Stowe X, LP, refinance certain United Surgical debt; Dallas-based owner-operator of surgical facilities; roadshow April 3-10; pricing middle of April 9 week.

EXPECTED SECOND QUARTER BUSINESS

RIVERDEEP INTERACTIVE LEARNING USA: $820 million senior subordinated notes; Credit Suisse, Citigroup (joint); proceeds along with $1.87 billion senior bank debt, $750 million mezzanine debt and $1.5 billion equity to fund the acquisition of Houghton Mifflin by Riverdeep from Thomas H. Lee Partners, Bain Capital Partners, LLC and Blackstone Group for $3.4 billion; Riverdeep, based in Dublin, Ireland, is a publisher of interactive products for the consumer and school markets.

PETROPLUS HOLDINGS: $1.2 billion equivalent in dollar-denominated and euro-denominated high-yield notes; to fund acquisition of the Coryton refinery and to refinance bank debt; Switzerland-based oil refiner; expected to launch after Easter holiday.

SMART & FINAL INC.: $200 million senior subordinated notes, also $325 million credit facility via Bank of America, Bear Stearns and Credit Suisse; to fund the LBO by Apollo Management, LP, estimated value $812.9 million, expected to close in the second quarter; Smart & Final is a City of Commerce, Calif., operator of non-membership warehouse stores for food and foodservice supplies.

ON THE HORIZON

GREAT ATLANTIC & PACIFIC TEA CO. INC.: $780 million senior secured high-yield bonds; Banc of America Securities LLC, Lehman Brothers, also $600 million ABL revolver; to help fund its purchase of Pathmark Stores Inc. for $1.3 billion in cash, stock and debt assumption or retirement, expected to be completed during the second half of A&P's fiscal 2007 year, structure of financing and timing pending market conditions; A&P is a Montvale, N.J.-based supermarket chain.

AFFILIATED COMPUTER SERVICES INC.: $2.515 billion of high-yield notes and $4.05 billion senior secured credit facility; to help finance public-to-private bid by Darwin Deason, founder and chairman, and Cerberus Capital Management LP for about $8.2 billion; Citigroup has provided the bidders with a "highly confident" letter regarding its ability to raise the necessary debt; investment partners are prepared to enter into negotiations with the company immediately and are ready to move quickly to complete the transaction; Dallas-based provider of business process outsourcing and information.

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 by 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 Greenwich Capital 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.

DOLLAR GENERAL CORP.: Up to $2.1 billion high-yield bonds; debt commitment from Goldman Sachs and Lehman Brothers expected to include $2.1 billion bridge; to help fund LBO by Kohlberg Kravis Roberts & Co. LP in a transaction with a total value of $7.3 billion, expected to close 2007 third quarter; Goodlettsville, Tenn., discount retailer.

HUB INTERNATIONAL LTD. $590 million: $340 million senior unsecured notes and $250 million of senior subordinated notes backed by bridge loans provided by Morgan Stanley and Merrill Lynch; also $795 million credit facility; to help fund LBO by Apax Partners and Morgan Stanley Principal Investments, expected to close late 2007 second quarter; Chicago-based insurance broker.

ENERGY PARTNERS LTD.: $450 million senior unsecured notes comprised of floating-rate notes due 2013 and fixed-rate notes due 2014; Rule 144A/Regulation S; proceeds, together with new revolver, to fund tender for up to 8.7 million common shares at $23 per share and $150 million 8¾% senior notes due 2010, and to refinance existing revolver; independent oil and natural gas exploration and production company based in New Orleans.

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.

INTEGRA TELECOM INC.: $1.25 billion debt to include senior notes via Deutsche Bank Securities, CIBC World Markets, and senior secured credit facility; to fund acquisition of Minneapolis-based Eschelon Telecom, Inc. and repay about $144 million in Eschelon debt, expected to close third-quarter 2007; Portland, Ore.-based Integra is provider of local, long-distance and internet services for businesses.

INVERNESS MEDICAL INNOVATIONS INC.: $450 million of unsecured senior subordinated notes backed by a commitment for a $450 million senior subordinated unsecured bridge loan facility with UBS as the sole arranger; also $1.3 billion credit facility; financing backing bid to purchase Biosite Inc., a San Diego-based bio-medical company; Inverness is a Waltham, Mass.-based developer of advanced diagnostic devices.

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.

LAUREATE EDUCATION INC. $1.05 billion: $725 million senior unsecured notes and $325 million senior subordinated notes, also $1.15 billion credit facility; financing led by Goldman Sachs, Citigroup; to help fund LBO expected to close in June; Baltimore-based provider of higher education.

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 by the end of April 2007; Tampa, Fla., casual dining restaurants company.

TELESAT: $900 million senior notes 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 11 satellites and four additional satellites to be launched over the next three years.

USI HOLDINGS CORP. $450 million notes in two tranches: senior unsecured notes and senior subordinated notes; also $625 million credit facility via Goldman Sachs and JP Morgan; also $453 million equity; to fund LBO by GS Capital Partners for $17.00 in cash per share, transaction valued at approximately $1.4 billion, including repayment of about $365 million of USI debt, expected to close 2007 second quarter; Briarcliff Manor, N.Y., distributor of insurance and financial products and services to businesses.

ROADSHOWS

April 2 week: KAR HOLDINGS INC. $1.1 billion; Bear Stearns, UBS, Goldman Sachs, Deutsche Bank Securities

April 3-10: UNITED SURGICAL PARTNERS INTERNATIONAL INC. $480 million; Citigroup, Lehman Brothers, UBS Investment Bank, Bear Stearns

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