High Yield Calendar: $5.255 billion deals being marketed

WEEK OF FEB. 19

KEY PLASTICS FINANCE CORP.: $115 million senior secured notes due 2013 (B2/B); Jefferies & Co.; Rule 144A/Regulation S; make-whole call at Treasuries plus 50 bps for first three years, then callable at a premium; three-year 35% equity clawback; change-of-control put at 101; proceeds, together with an equity contribution from an affiliate of Ewing Management Group, to refinance debt and for general corporate purposes; Detroit-based supplier plastic components and functional assemblies to original equipment manufacturers of light vehicles; roadshow Feb. 12-23.

DIGICEL GROUP LTD.: $1.4 billion senior notes due 2015: $1 billion cash-pay notes and $400 million PIK toggle notes; Citigroup, JP Morgan (joint books), Credit Suisse, Lehman Brothers plus others (co's); Rule 144A for life; both tranches non-callable for three years; to purchase outstanding shares of Digicel Ltd. for cash and fund capital expenditures; wireless telecommunications operator in the Caribbean, incorporated in Bermuda; roadshow Feb. 14-22; pricing Feb. 22 or 23.

AMERICAN RAILCAR INDUSTRIES INC.: $250 million senior unsecured notes due 2014 (B1/BB-); UBS Investment Bank (left books), Bear Stearns (joint books); Rule 144A with registration rights/Regulation S; non-callable for four years; for general corporate purposes, including capital expenditures, strategic transactions and working capital; St. Charles, Mo., manufacturer of railroad cars; roadshow Feb. 15-Feb. 22; pricing expected Feb. 23.

ESTERLINE TECHNOLOGIES CORP.: $150 million senior notes due 2017 (BB-); Wachovia Securities (books), Banc of America Securities, KeyBanc Capital Markets, Wells Fargo Securities (co's); Rule 144A with registration rights/Regulation S; non-callable for five years; to finance the acquisition of CMC Electronics; designer and manufacturer of highly engineered products for the defense and aerospace industry; roadshow Feb. 21-23; pricing expected Feb. 23.

WEEK OF FEB. 26

READER'S DIGEST ASSOCIATION, INC.: $750 million guaranteed senior subordinated notes due 2017 (B3/CCC+); JP Morgan, Merrill Lynch & Co., Citigroup, RBC Greenwich Capital (joint); Rule 144A with registration rights/Regulation S; non-callable for five years; to help fund $2.4 billion LBO by an investor group led by Ripplewood Holdings LLC, J. Rothschild Group, Golden Tree Asset Management, GSO Capital, Merrill Lynch and Magnetar Capital; Pleasantville, N.Y., publisher and direct marketing company; roadshow started Feb. 16; pricing expected Feb. 26.

UNIVISION COMMUNICATIONS INC.: $1.5 billion guaranteed senior unsecured notes due 2015 (B3/CCC+); Credit Suisse, Banc of America Securities LLC, Deutsche Bank Securities, Wachovia Securities, RBS Greenwich, Lehman Brothers; also $8.25 billion credit facility and $3.9 billion of sponsor equity; proposed $460 million senior subordinated notes dropped; to help fund acquisition of Univision by Madison Dearborn Partners, Providence Equity Partners, Texas Pacific Group, Thomas H. Lee Partners and Saban Capital Group for $13.7 billion, including assumption of $1.4 billion in debt; Los Angeles-based Spanish-language media company; roadshow expected to start Feb. 20; pricing expected late Feb. 26 week.

VALASSIS COMMUNICATIONS INC.: $590 million proceeds senior unsecured fixed-rate and floating-rate notes due 2015 (B3/B-); Bear Stearns & Co., Banc of America Securities LLC; Rule 144A/Regulation S; also $820 million credit facility; to fund the acquisition of ADVO Inc. for $33 per share in cash, or about $1.2 billion, including about $125 million existing ADVO debt; Valassis is a Livonia, Mich., marketing services company; roadshow expected to start Feb 20.

WEEK OF MARCH 5

SEMINOLE HARD ROCK ENTERTAINMENT INC.: $500 million first-priority senior secured notes due 2014 (B1/BB); Merrill Lynch & Co.; Rule 144A for life; non-callable for two years; to help fund the Seminole Tribe of Florida's acquisition of Hard Rock International from The Rank Group; roadshow Feb. 14-March 5.

EXPECTED FEBRUARY 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.

EXPECTED FIRST QUARTER BUSINESS

HAWKER BEECHCRAFT CORP.: $1.2 billion senior subordinated notes; Credit Suisse, Goldman Sachs, Lehman Brothers; also $1.8 billion credit facility and $1.06 billion of sponsor equity; to fund acquisition of Raytheon Aircraft, the aviation division of Raytheon Co., by Onex Corp. and GS Capital Partners for approximately $3.3 billion; Wichita, Kan., manufacturer of business jet, turboprop, piston aircraft and military training aircraft; expected to launch in late February.

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%; JP Morgan, Merrill Lynch; 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 2007 first quarter.

GNC PARENT CORP./GENERAL NUTRITION CENTERS, INC.: New high-yield notes to back tender for Parent's $425 million floating-rate senior PIK notes due 2011, Centers' $150 million 8 5/8% senior notes due 2011 and $215 million 8% senior subordinated notes due 2010, JP Morgan and Goldman Sachs & Co. dealer managers, offers expire March 15; Pittsburgh-based retailer of nutritional products is being acquired by Ares Management LLC and Ontario Teachers' Pension Plan from Apollo Management, LP; expected mid-March business.

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.

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.

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 approximately $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

Feb. 12-23: KEY PLASTICS FINANCE CORP. $115 million; Jefferies & Co.

Feb. 14-March 5: SEMINOLE HARD ROCK ENTERTAINMENT INC. $500 million; Merrill Lynch & Co.

Feb. 14-22: DIGICEL GROUP LTD. $1.4 billion; Citigroup, JP Morgan

Feb. 15-22: AMERICAN RAILCAR INDUSTRIES INC. $250 million; UBS Investment Bank

Started Feb. 16: READER'S DIGEST ASSOCIATION, INC. $750 million; JP Morgan, Merrill Lynch & Co., Citigroup, RBC Greenwich Capital

Starts Feb. 20: VALASSIS COMMUNICATIONS INC. $590 million; Bear Stearns & Co., Banc of America Securities LLC

Start expected Feb. 20: UNIVISION COMMUNICATIONS INC. $1.5 billion; Credit Suisse, Banc of America Securities LLC, Deutsche Bank Securities, Wachovia Securities, RBS Greenwich, Lehman Brothers

Start expected Feb. 20: VALASSIS COMMUNICATIONS INC. $590 million; Bear Stearns & Co., Banc of America Securities

Feb. 21-23: ESTERLINE TECHNOLOGIES CORP. $150 million; Wachovia Securities

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