High Yield Calendar: $11.5 billion and €815 million deals being marketed

February 2 Week

DOLLAR TREE, INC. $3.25 billion notes (Ba3/B+) upsized from $2.5 billion: $750 million senior notes due 2020, callable after two years at par plus 50% of coupon, pricing talk 5 3/8% area, also $2.5 billion of senior notes due 2023, callable after three years at par plus 75% of coupon, price talk 5¾% to 6%; J.P. Morgan Securities LLC, Wells Fargo Securities LLC, BofA Merrill Lynch, RBC Capital Markets and U.S. Bank (joint), SunTrust Robinson Humphrey Inc. (co); to help fund the acquisition of Matthews, N.C.-based discount store chain, Family Dollar Stores; financing also includes $6.95 billion credit facility. Dollar Tree is a Chesapeake, Va.-based discount store operator; roadshow started Jan. 28; books closed 3 p.m. ET Thursday, pricing Friday morning.

WESTERN REFINING LOGISTICS, LP and WNRL FINANCE CORP.: $300 million of senior notes due 2023 (B3/B); Rule 144A/Regulation S; via BofA Merrill Lynch, Wells Fargo Securities LLC (joint global coordinators), Credit Agricole CIB, RBS Securities Inc. and Stifel Nicolaus & Co. Inc. (joint books), plus Barclays, Comerica Bank, Deutsche Bank, PNC Capital Markets, RBC Capital Markets, Regions Bank and UBS Securities LLC (co-managers); three years of call protection; 35% equity clawback for three years’ change-of-control 101% put; El Paso-based operator of pipelines, storage tanks and other midstream energy facilities; proceeds to repay the outstanding balance of its revolving credit facility, with the remaining amount to be used for general partnership purposes; roadshow began Tuesday (Tuesday and Wednesday on U.S. East Coast, then on to West Coast), pricing expected Thursday or early Friday; price talk 7½% to 7¾% (initial guidance was mid-to-high 7s); pricing Friday.

CITGO HOLDING, INC., the direct parent of CITGO PETROLEUM CORP.: $1.5 billion of 5.5-year senior secured notes (Caa1/B-): Deutsche Bank Securities (sole bookrunner), BTG Pactual (joint lead manager); non-callable for two years; Urle 144A/Regulation S with no registration rights; proceeds (along with $1 billion term loan that launched Jan. 22, also via Deutsche Bank) to fund a distribution to Citgo Holding’s ultimate parent, Petroleos de Venezuela SA; Houston-based refiner and marketer of transportation fuels, lubricants, petrochemicals and other industrial products; price talk 11¾% area inclusive of 4 to 5 points of OID (initial guidance was 11% area); books close at noon ET Friday.

BLACKBOARD INC.: $75 million add-on to 7¾% senior notes due Nov. 15, 2019 (Caa1/CCC+); BofA Merrill Lynch, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC (joint); callable Nov. 15, 2015 at 105.813; to help fund the acquisition of educational website Schoolwires; Blackboard is a Washington, D.C.-based provider of enterprise software applications and related services to the education industry; unofficial price talk 93; original $365 million issue priced at par in October 2013.

TTM TECHNOLOGIES, INC.: $350 million senior secured second-lien notes due 2023 (expected ratings Caa1/B-); J.P. Morgan Securities LLC, Barclays (joint), RBS Securities Inc., HSBC (co’s); Rule 144A and Regulation S; non-callable for three years (special call provision allows the issuer to redeem 10% of the notes annually at 103 during the non-call period); upon release from escrow, proceeds, along with new bank loan, will be used to fund the acquisition of Viasystems Group, Inc. and to repay debt; Costa Mesa, Calif.-based printed circuit board manufacturer; roadshow started Jan. 20.

AMERICAN TIRE DISTRIBUTORS, INC.: $805 million senior subordinated notes due 2022 (Caa1/CCC+); BofA Merrill Lynch, Goldman Sachs & Co., Wells Fargo Securities LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, SunTrust Robinson Humphrey Inc., UBS Investment Bank; non-callable for three years; to fund the redemption of all $425 million of its outstanding 11½% senior subordinated notes due 2018 (being redeemed at 102 on Feb. 11), also to pay a cash dividend to ATD’s parent company, American Tire Distributors Holdings, Inc., to enable ATD’s ultimate parent to fund a cash dividend or other payment to certain of its security holders; Huntersville, N.C.-based independent supplier of tires to the North American replacement tire market; initial guidance 9% area; pricing expected Feb. 6.

ALBEA BEAUTY HOLDINGS SA: €45 million add-on to 8¾% senior secured notes due Nov. 1, 2019 (expected ratings B2/B); BofA Merrill Lynch (joint books, bill and deliver), JPMorgan (joint books); Rule 144A/Regulation S; callable on Nov. 1, 2015 at 106.563; for general corporate purposes; Gennevilliers, France-based producer of plastic packaging used by the cosmetics industry; original €200 million issue priced at par in October 2012; add-on notes will be fungible with the original notes.

AMIRA NATURE FOODS LTD. (MAURITIUS) and AMIRA I GRAND FOODS INC. (BVI): (subsidiaries of AMIRA NATURE FOODS LTD.); $225 million five-year second-lien senior secured notes; bookrunners Deutsche Bank Securities, JPMorgan, Barclays, Jefferies & Co., KeyBanc; non-callable for two years; Rule 144A/Regulation S for life; proceeds to support development of company’s international operations, reduce short-term debt, purchase land for its new manufacturing facility and general corporate purposes; roadshow started Jan. 30, ran through Feb. 5; investor call at 12:30 p.m. on Feb. 2. unofficial talk in low 10s

February 9 Week

GEORGIA WORLDWIDE PLC (GTECH): $5 billion equivalent ($3.5 billion and €1.25 billion) six-tranche senior secured offering, divided into three-, five-, seven- and 10-year dollar tranches and five-and eight-year euro tranches; tranche sizes to be determined, but minimum size will be $500 million and €500 million; all tranches will be non-callable for life of the issue; Rule 144A/Regulation S for life; via Credit Suisse, Barclays, Citigroup (joint lead bookrunners); Banca IMI, BNP Paribas, Banca Medio and UniCredit Group (joint bookrunners for the euro-denominated portion) and Credit Agricole, Fifth Third Bancorp, JPMorgan, Scotia Capital and Societe Generale (joint bookrunners for dollar-denominated tranches); proceeds to help finance GTECH’s pending $6.4 billion acquisition of International Game Technology, including repayment of certain existing GTECH and IGT debt; European and U.S. roadshow starts week of Feb. 2, pricing expected week of Feb. 9.

PICARD €770 million notes: PICARD GROUPE SAS €345 million add-on to senior secured floating-rate notes due Aug. 1, 2019 (expected ratings B1/B+), presently callable at 101, Credit Suisse lead left bookrunner, original €480 million issue priced at par to yield three-month Euribor plus 425 bps in July 2013; also PICARD BONDCO SA €425 million five-year senior unsecured fixed-rate notes (expected ratings B3/B-), callable after 1.5 years at par plus 75% of coupon, JPMorgan lead left bookrunner; Credit Suisse, JPMorgan (joint books), Goldman Sachs International, Morgan Stanley, BNP Paribas (books); Rule 144A and Regulation S; to repay debt and fund a shareholder distribution; Fontainebleau, France-based frozen food company; European roadshow Feb. 5-10, pricing thereafter.

Expected February Business

SS&C TECHNOLOGIES HOLDINGS INC.: $500 million senior unsecured notes via Morgan Stanley Senior Funding Inc. (left lead) and Deutsche Bank Securities Inc.: proceeds (along with $2.63 billion senior secured credit facility via Deutsche Bank (left lead) and Morgan Stanley, consisting of $150 million revolver, a $2.08 billion term loan B-1 and a $400 million term loan B-2) to help fund its $2.7 billion acquisition of Advent Software Inc. and refinance existing debt at both companies; backing the notes is a commitment for a $500 million senior unsecured bridge loan; other funds for the transaction to come from cash on hand and about $400 million of equity, backed by a commitment for a $400 million senior secured bridge loan; Advent acquisition (equating to $44.25 per share plus the assumption of debt) expected to close in the second quarter; SS&C is a Windsor, Conn.-based provider of financial services software and software-enabled services. Advent is a San Francisco-based provider of software and services for the investment management industry.

PETSMART INC.: $1.9 billion bridge loan priced at Libor plus 700 bps with a 1% Libor floor, to increase by 50 bps every three months until it hits a specified cap, launches Jan. 23 via Barclays, Citigroup Global Markets Inc., Nomura Securities International Inc., Jefferies Finance LLC, Deutsche Bank Securities Inc.; also $4.3 billion term loans and $750 million ABL facility; also approximately $1.83 billion in equity; to fund the acquisition of PetSmart for about $8.7 billion by a consortium led by BC Partners Inc., expected in the first half of 2015; Phoenix-based specialty pet retailer.

TRAVELPORT LUXCO: $500 million senior unsecured bridge loan, which may be replaced by or exchanged for high-yield bonds; also $2.4 billion credit facility via Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding Inc. scheduled to launch at an Aug. 4 bank meeting; to refinance the first- and second-lien term loans and some of the senior floating-rate notes due 2016, 13	7/8% senior notes due 2016, 11	7/8% senior subordinated notes due 2016, 11	7/8% dollar senior subordinated notes due 2016 and 10	7/8% senior subordinated euro notes due 2016 issued by Travelport LLC and Travelport Holdings, Inc.; Atlanta-based provider of transaction processing services to the travel industry.
On The Horizon
ACTUANT ELECTRICAL: $60 million senior subordinated notes; also $150 million credit facility led by RBC Capital Markets and NXT Capital; to help fund the buyout of the company by Sentinel Capital Partners from Actuant Corp.; Actuant Electrical is a Menomonee Falls, Wis.-based provider of products for the retail do-it-yourself, marine, industrial OEM and wholesale electrical markets.
AMEC PLC: Debt financing backing the £1.9 billion acquisition of Baar, Switzerland-based engineering conglomerate Foster Wheeler AG, expected to close during the second half of 2014; BofA Merrill Lynch served as exclusive financial adviser to AMEC; AMEC is a multinational consultancy, engineering and project management company based in London.
BUENA VISTA GAMING AUTHORITY: $220 million eight-year senior secured notes; Credit Suisse Securities (USA) LLC, BofA Merrill Lynch (joint); Rule 144A and Regulation S for life; callable in four years at par plus 50% of the coupon; annual mandatory redemption offer of 50% of available funds starting at 103; 101% poison put; to fund construction of the Buenavue Casino; Ione, Calif.-based tribal gaming firm.
CHEMOURS CO., the performance chemicals segment to be spun off by E.I. DUPONT DE NEMOURS & CO.: Debt (expected BB); size to be determined; Wilmington, Del., company’s business includes titanium technologies based around the white pigment titanium dioxide, fluoroproducts, and chemical solutions aimed at the gold production, oil refining, agriculture, industrial polymers and other industries; roadshow for early second quarter of 2015.
CIT GROUP INC.: Up to $2 billion of new debt to fund its merger with IMB Holdco LLC, the parent company of OneWest Bank NA, a privately owned regional bank based in Pasadena, Calif.; J.P. Morgan Securities LLC is serving as financial adviser to CIT. Bank of America Merrill Lynch is representing IMB; CIT is a New York-based bank holding company.
ENTRANS INTERNATIONAL, LLC and ENTRANS INTERNATIONAL FINANCE CORP.: $250 million senior secured notes due 2020 (B2/B); Credit Suisse Securities (USA) LLC (sole); Rule 144A and Regulation S for life; callable after three years at par plus 50% of the coupon; three-year 40% equity clawback; 101% poison put; to refinance debt; Cleveland, Tenn.-based manufacturer of tanker trailers and industrial equipment; roadshow took place in late 2014; price talk 8¾% to 9%, including OID.
FRONTIER COMMUNICATIONS CORP.: Debt and/or equity, expected to be comprised mostly of unsecured debt, to fund the acquisition of certain wireline operations from Verizon Communications Inc., expected to close in the first half of 2016; company has received two bridge loans totaling $11,594,000,000, via J.P. Morgan Securities LLC, Bank of America Merrill Lynch and Citigroup Global Markets Inc., to back the financing; Frontier is a Stamford, Conn.-based wireline telecommunications provider.
NINE WEST HOLDINGS INC.: $455 million senior unsecured bridge loan or senior notes; also $720 million credit facility launched Feb. 14, including a $445 million term loan and $300 million unsecured term loan led by Morgan Stanley Senior Funding Inc., Jefferies Finance LLC and MCS Capital Markets LLC and $300 million asset-based revolver led by Wells Fargo Securities LLC and Bank of America Merrill Lynch; to help fund the buyout of parent company Jones Group Inc. by Sycamore Partners; marketer and wholesaler of apparel, footwear and accessories.
OPTIMA SPECIALTY STEEL, INC.: $300 million senior secured notes due 2019 (single B ratings expected); Deutsche Bank Securities Inc. (left books), Jefferies LLC (joint books), PNC Capital Markets (co); Rule 144A and Regulation S for life; non-callable for three years; 35% equity clawback during the non-call period; 101% poison put; to refinance debt and for general corporate purposes; Miami-based specialty steel manufacturer.
PROSPECTOR OFFSHORE DRILLING SA: $100 million five-year second-lien bonds via subsidiary Prospector Finance II Sarl; DNB Markets, Pareto Securities, Swedbank (joint); proceeds along with funds from $270 million loan to fully finance the delivery of Prospector 5 drilling rig, which is expected to occur in early June, to refinance existing debt secured by the Prospector 1 drilling rig and for general corporate purposes; Luxembourg-based drilling contractor.
RIVERBED TECHNOLOGY $625 million unsecured notes backed by a bridge loan, also $1,625,000,000 credit facility; Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays and Morgan Stanley Senior Funding Inc. are the lead banks on the debt; to help fund its acquisition by Thoma Bravo LLC and Teachers’ Private Capital, expected to close in the first half of 2015; San Francisco-based technology company that specializes in improving the performance of networks and networked applications.
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.
TRONOX LTD.: $600 million new notes via Rule 144A or other private offering, backed by bridge loan commitment from UBS Investment Bank, Credit Suisse and RBC Capital Markets (initial rate at Libor plus 625 bps unless Tronox fails to receive a public debt rating by Standard & Poor’s of BB- or higher and from Moody’s Investor Service of B2 or higher, in which case the rate will be Libor plus 650 bps); to help fund its acquisition of FMC Corp.’s alkali chemicals business; Tronox is a Stamford, Conn. producer of mineral sands, titanium dioxide pigment and electrolytic products.
Roadshows
Started Jan. 29: CITGO HOLDING, INC. $1.5 billion; Deutsche Bank, BTG Pactual.
Started Jan. 30: AMIRA NATURE FOODS LTD: (MAURITIUS) $225 million; Deutsche Bank, JPMorgan, Barclays, Jefferies, KeyBanc.
Started Feb. 3: WESTERN REFINING LOGISTICS, LP/WNRL FINANCE CORP.: $300 million; BofA Merrill Lynch, Wells Fargo (joint global coordinators), Credit Agricole CIB, RBS Securities and Stifel Nicolaus & Co. Inc. (joint books).
Starts week of Feb. 2: GTECH (via GEORGIA WORLDWIDE PLC): $5 billion equivalent ($3.5 billion/€1.25 billion); Credit Suisse, Barclays, Citigroup.
Feb. 5-10: PICARD €770 million; Credit Suisse, JPMorgan, Goldman Sachs, Morgan Stanley, BNP Paribas.

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