High Yield Calendar: $345 million deals being marketed

SEPT. 17 WEEK

BASELINE OIL & GAS CORP.: $110 million senior secured notes due Oct. 1, 2012; also $50 million senior subordinated convertible notes; Jefferies & Co.; Rule 144A/Regulation S; make-whole first three years then callable at a premium; three-year 35% equity clawback; change of control at 101.0; to acquire certain oil and natural gas assets from DSX Energy Ltd., LLP and related parties, with remaining proceeds to refinance existing debt and general corporate purposes; San Antonio-based independent oil and gas exploration and development company; roadshow Sept. 7-19.

EXPECTED SEPTEMBER BUSINESS

DOWNSTREAM DEVELOPMENT AUTHORITY (of the Quapaw tribe of Oklahoma): $235 million senior notes due 2015 (B-); Banc of America Securities LLC (left books), Merrill Lynch & Co. (joint books); Rule 144A for life; non-callable for four years; to fund costs associated with the design, development, construction, equipping and opening of the Downstream Casino Resort, and repay debt; Native American gaming concern, which will develop and operate a casino-resort at the Three-corners border area of Oklahoma, Missouri and Kansas; expected September business.

FIRST DATA CORP.: $8 billion notes: $5.5 billion senior unsecured notes and $2.5 billion senior subordinated notes; Citigroup, Credit Suisse, Deutsche Bank Securities, HSBC Securities (USA), Lehman Brothers, Goldman Sachs, Merrill Lynch plus others; also $16 billion bank loan; to fund Kohlberg Kravis Roberts & Co.'s $34-per-share buyout of First Data; Greenwood Village, Colo., check and credit card transaction services provider; transaction to close by the end of the third quarter.

BIOMET INC.: $2.565 billion in three tranches: $775 million senior notes (B3/B-), $775 million senior PIK toggle notes (B3/B-), $1.015 billion senior subordinated notes (Caa1/B-); Banc of America Securities LLC, Goldman Sachs & Co., Bear Stearns & Co., Lehman Brothers, Merrill Lynch & Co.; Wachovia Securities; Rule 144A; also $4.35 billion senior secured credit facility; to finance LBO; Warsaw, Ind., designer and manufacturer of musculoskeletal medical products.

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; expected September-October business.

NOVAMERICAN STEEL INC.: $325 million senior notes backed by senior secured bridge facility; JP Morgan, CIBC World Markets, CIT Business Credit Canada; also $175 million asset-based credit facility; to finance the acquisition of Novamerican Steel Inc. by Symmetry Holdings Inc.; steel service center, processor and tubing manufacturer with headquarters in Lasalle, Quebec; late September, early October business, pending market conditions.

COMPUCOM SYSTEMS INC.: $210 million senior subordinated notes due 2015 (B3/B-); Bear Stearns & Co.; also $190 million term loan (bank meeting July 19); to help fund the acquisition of the company by Court Square Capital Partners from Platinum Equity; total leverage approximately five times; Dallas-based provider of technology services; delayed until September (was originally expected to be August business).

UNIVAR NV: $600 million senior subordinated notes; also $1.375 billion credit facility via Bank of America and Deutsche Bank; to fund the acquisition of the company by CVC Capital Partners; to help fund the acquisition of Univar; Netherlands-based distributor of industrial chemicals and provider of related specialty services.

ON THE HORIZON

ALLIANCE DATA SYSTEMS CORP.: $2.21 billion bonds: $1.8 billion senior unsecured notes and $410 million senior subordinated notes; also $4.4 billion credit facility; Credit Suisse lead bank on financing; to help fund $7.8 billion LBO by The Blackstone Group expected to close by end of 2007; Dallas-based provider of marketing, loyalty and transaction services.

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.

ALLTEL COMMUNICATIONS INC.: $7.7 billion bonds backed by a $4.7 billion senior unsecured cash pay bridge loan and a $3 billion senior unsecured PIK option bridge loan via Citigroup, Goldman Sachs, Barclays, RBS Securities; also $15.5 billion credit facility and up to $4.6 billion of sponsor equity; financing backing $27.5 billion acquisition of Alltel by TPG Capital and GS Capital Partners, expected in fourth quarter of 2007; Little Rock, Ark., provider of wireless voice and data communications services.

ALTRA NEBRASKA LLC: $130 million senior secured notes due 2018 (B); Morgan Stanley; to fund a portion of the cost to construct a 100 million gallon per year nameplate capacity, dry-mill ethanol plant in Carleton, Neb.; wholly owned subsidiary of Altra Inc., a California-based developer of renewable fuel projects.

AVAYA INC.: $1.7 billion bonds backed by senior unsecured bridge loan; Morgan Stanley, Citigroup, JP Morgan; also $4.8 billion credit facility; to fund LBO by Silver Lake and TPG Capital valued at $8.2 billion, including $2.193 billion of sponsor equity, expected to take place in the fall; Basking Ridge, N.J., provider of communication systems, applications and services.

BASELL: $7 billion senior secured second-lien notes and/or senior unsecured notes via Rule 144A or other private placement; backed by up to $7 billion or the euro equivalent senior secured second-lien bridge loan; also $14 billion credit facility; Citigroup, Goldman Sachs, Merrill Lynch, ABN Amro global coordinators for bonds, joint lead arrangers, bookrunners and global coordinators on the credit facility; to finance acquisition of Houston-based Lyondell Chemical Co.; Basell is a Netherlands-based producer of polypropylene and polyethylene; expected to close during remainder of 2007 or early 2008.

BAUSCH & LOMB: $1.05 billion senior unsecured and/or senior subordinated unsecured notes; (backed by $700 million senior unsecured PIK option bridge and $350 million senior subordinated bridge); also $2.6 billion credit facility; Bank of America, Citigroup, Credit Suisse, JPMorgan are leads on financing; to help fund LBO by Warburg Pincus valued at $4.5 billion, including about $830 million of debt; also $1.857 billion of sponsor equity; Rochester, N.Y., eye health company.

BCE INC. C$11.3 billion U.S. dollar equivalent bonds: Up to $7.5 billion senior notes and $3.8 billion subordinated notes; also C$23.05 billion credit facility; Citigroup, Deutsche Bank, RBS Securities, TD Securities lead banks on financing; to fund LBO by Teachers Private Capital, Providence Equity Partners Inc. and Madison Dearborn Partners, LLC, expected to be completed first quarter of 2008; Montreal-based communications company.

CATALINA MARKETING CORP.: $490 million high-yield bonds and $760 million credit facility in LBO financing via Morgan Stanley, Bear Stearns & Co., Goldman Sachs & Co.; Catalina, St. Petersburg, Fla., provider of behavior-based promotional messaging, loyalty programs and direct-to-patient information, is being acquired by Hellman & Friedman Capital Partners VI, LP for $1.7 billion, in transaction expected to be completed during third quarter of 2007.

CERIDIAN CORP. $1.4 billion: $1 billion senior unsecured notes and $400 million senior subordinated notes; also $2.3 billion credit facility; Deutsche Bank and Credit Suisse lead banks on financing; to fund LBO by Thomas H. Lee Partners, LP and Fidelity National Financial Inc., expected to close in the fourth quarter; Minneapolis-based management services provider.

CLEAR CHANNEL COMMUNICATIONS INC.: $2.6 billion high-yield bonds (decreased from $4.1 billion) and $19.525 billion credit facility (upsized from $17.375 billion); 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; also $3.44 billion sponsor equity; San Antonio media and entertainment company.

DRIVETIME AUTOMOTIVE GROUP INC.: $160 million senior notes due 2013 (B2/B); to replace the company's existing $80 million issue of senior unsecured notes due 2010; Phoenix-based company sells and finances used cars to subprime niche.

THE FINISH LINE INC.: $700 million unsecured senior notes; also $1.14 billion credit facility led by UBS; to finance the acquisition of Nashville specialty retailer Genesco Inc., expected to close in the fall (at close leverage is expected to be mid-five times area); Finish Line is an Indianapolis mall-based specialty retailer.

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.

GUITAR CENTER INC.: $640 million high-yield bonds backed by $300 million senior unsecured bridge and $340 million senior subordinated bridge; also $1.175 billion credit facility; JP Morgan lead bank on debt; to fund $2.1 billion LBO by Bain Capital Partners LLC (also $605 million sponsor equity), expected fourth quarter; Westlake Village, Calif., retailer of musical instruments and recording equipment.

HARMAN INTERNATIONAL INDUSTRIES INC.: $1.74 billion: $1.16 billion senior unsecured notes and $580 million senior subordinated notes; also $3.45 billion credit facility; Bank of America, Credit Suisse, Goldman Sachs, Lehman Brothers; to fund LBO by Kohlberg Kravis Roberts & Co. LP and GS Capital Partners, expected in third quarter of 2007; Washington, D.C., manufacturer of high-fidelity audio and electronics products.

HARRAH'S ENTERTAINMENT INC.: $6.025 billion senior unsecured bridge loans; also $9 billion credit facility via Bank of America, Deutsche Bank, Citigroup, Credit Suisse, JP Morgan and Merrill Lynch; to help fund LBO by Texas Pacific Group and Apollo Management, LP; Las Vegas-based provider of branded casino entertainment.

INTELSAT HOLDINGS LTD.: $5.11 billion expected in two approximately equal-sized tranches; Credit Suisse, Banc of America Securities LLC, Morgan Stanley; to help fund LBO by BC Partners and certain other investors, including about $860 million of existing debt at Intelsat (Bermuda), Ltd. and to defease or retire the $400 million Intelsat, Ltd. 5¼% senior notes due 2008, expected to close between November 2007 and February 2008; Pembroke, Bermuda, provider of fixed satellite services.

MYLAN LABORATORIES INC.: $2.85 billion senior notes and $4.85 billion credit facility in financing led by Merrill Lynch, Citigroup and Goldman Sachs & Co.; to help fund acquisition of Merck KGaA's generic business, expected to close in the second half of 2007; Canonsburg, Pa., pharmaceutical company.

NUVEEN INVESTMENTS INC.: $660 million high-yield bonds backed by senior subordinated unsecured bridge; also $2.69 billion credit facility; Deutsche Bank, Merrill Lynch, Wachovia and Morgan Stanley are the lead banks on the financing; to fund LBO of the company by Madison Dearborn Partners, LLC for $6.3 billion, including existing debt of $550 million, expected to be completed by the end of the year; Chicago-based provider of investment services.

PENN NATIONAL GAMING INC.: High-yield bonds and new credit facility via Deutsche Bank Securities and Wachovia Securities; to fund LBO by Fortress Investment Group LLC and Centerbridge Partners LP, valued at about $8.9 billion, including repayment of $2.8 billion of outstanding Penn National debt; Wyomissing, Pa., gaming company.

RCN CORP.: $250 million unsecured debt and term loans; Deutsche Bank Securities; to help fund its acquisition of NEON Communications Group Inc., expected to close in fourth quarter of 2007; RCN is a Herndon, Va.-based provider of video, data and voice services.

REABLE THERAPEUTICS INC.: $575 million senior unsecured notes; also $1.155 billion credit facility; Credit Suisse, Bank of America to lead financing; to help fund acquisition of DJO Inc., expected to close fourth quarter of 2007 (Blackstone Group, the controlling shareholder of ReAble, to put up $408.4 million of equity); ReAble is an Austin, Texas, medical device company focused on rehabilitation, pain management, physical therapy and orthopedics.

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.

SEQUA CORP.: $700 million senior unsecured notes which could be issued as PIK notes at the issuer's discretion; also $1.35 billion credit facility; Lehman Brothers, Citigroup, JP Morgan leading debt financing; to help fund $2.7 LBO by The Carlyle Group, expected to close in the fourth quarter; New York-based diversified industrial company.

SLM CORP. (SALLIE MAE): $4 billion senior secured second-lien notes; backed by $4 billion bridge financing via Bank of America and JP Morgan; also $12.5 billion term loan; to fund LBO by an investor group led by J.C. Flowers & Co. expected to close late 2007.

TELEFLEX INC.: New notes, bank loan and convertibles to fund acquisition of Arrow International Inc., expected to close in fourth quarter of 2007; financing commitments from Bank of America, JP Morgan; Teleflex is a Limerick, Pa., designer, manufacturer and distributor of engineered products and services for the commercial, medical and aerospace markets.

TRIBUNE CO.: $2.1 billion senior notes or senior subordinated notes backed up by $2.1 billion bridge via Merrill Lynch, JPMorgan, Citigroup and Bank of America; also $10.133 billion credit facility; to help finance public-to-private transaction; Chicago-based media company; expected to be completed by end of 2007.

TXU CORP.: $11.25 billion senior unsecured notes; Goldman Sachs, Morgan Stanley, Citigroup, JP Morgan, Lehman Brothers; also up to $26.1 billion credit facility; to help fund LBO by Kohlberg Kravis Roberts & Co. and Texas Pacific Group; Dallas-based energy company; expected fourth-quarter business.

UNITED RENTALS INC. $4 billion high-yield bonds: $2.35 billion secured second-lien fixed and/or floating rate notes and $1.65 billion unsecured fixed and/or floating rate senior notes; Bank of America, Credit Suisse, Morgan Stanley, Lehman Brothers; also $2.5 billion credit facility; to fund LBO of the company by Cerberus Capital Management, LP; Greenwich, Conn., equipment rental company; debt commitments expire Jan. 22, 2008.

ROADSHOW

BASELINE OIL & GAS CORP.: $110 million senior secured notes due Oct. 1, 2012; also $50 million senior subordinated convertible notes; Jefferies & Co.; Rule 144A/Regulation S; make-whole first three years then callable at a premium; three-year 35% equity clawback; change of control at 101.0; to acquire certain oil and natural gas assets from DSX Energy Ltd., LLP and related parties, with remaining proceeds to refinance existing debt and general corporate purposes; San Antonio-based independent oil and gas exploration and development company; roadshow Sept. 7-19.

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