High Yield Calendar: $1.840 billion deals being marketed

WEEK OF MARCH 19

SUN HEALTHCARE GROUP INC.: $200 million (downsized from $250 million) senior subordinated notes due 2015 (B3/CCC+); Credit Suisse, CIBC World Markets, UBS Investment Bank (joint), Jefferies & Co; Rule 144A; non-callable for four years; to fund acquisition; Irvine, Calif., provider of long-term and post-acute care; roadshow started March 13, price talk of 9¼% to 9½%, books close noon ET Thursday, pricing thereafter.

MSX INTERNATIONAL INC. $200 million (B2/CCC+): 200,000 units consisting of MSX INTERNATIONAL UK PLC $350 senior secured notes due 2012, MSX INTERNATIONAL BUSINESS SERVICES FRANCE, SAS $325 senior secured notes due 2012, MSX INTERNATIONAL GMBH $325 senior secured notes due 2012; Jefferies & Co.; Rule 144A/Regulation S; non-callable for two years; two-year 35% equity clawback; to repay debt; Warren, Mich.-based provider of outsourced services to automotive industry; roadshow March 12-22; price talk of 99 to 99.5 with coupon of 12¼% to 12½%, pricing expected late Thursday afternoon.

WEEK OF MARCH 26

ADVANCED MEDICAL OPTICS INC.: $200 million senior subordinated notes due 2017 (B3/B); UBS Investment Bank (left books), Goldman Sachs & Co. (joint books), Banc of America Securities LLC. (co); Rule 144A with registration rights; non-callable for five years; proceeds to fund acquisition; Santa Ana, Calif.-based ophthalmic medical device company; roadshow March 21-26; pricing expected March 27.

COLEMAN CABLE INC.: $100 million add on to 9 7/8% notes due 2012 (B2); Wachovia (sole); to finance the acquisition of Copperfield LLC; Waukegan, Ill.-based manufacturer of electrical wire and cable products; roadshow expected March 23 through March 28 with pricing afterwards.

MATRIX ACQUISTION CORP./MACDERMID INC. $350 million senior subordinated notes due 2017 (Caa1/CCC+); Credit Suisse, Goldman Sachs & Co. (joint), CIBC World Markets (co); Rule 144A for life; $250 million seven-year senior unsecured notes abandoned, subordinated notes tranche upsized from $215 million, overall note transaction downsized to $350 million from $465 million with $115 million shifted to bank loan market; to fund public-to-private transaction; Denver-based specialty chemical manufacturer; roadshow started March 19; pricing late March 26 week.

STERLING CHEMICALS INC.: $125 million senior secured notes due 2015 (B2); Jefferies & Co. (sole books), CIBC World Markets (co-manager); Rule 144A; make-whole call first four years, then at a premium; to repay existing senior secured notes due 2007 and for general corporate purposes; Houston-based manufacturer of petrochemicals; roadshow started March 19; pricing expected week of March 26.

WEEK OF APRIL 2

PHARMACEUTICAL TECHNOLOGIES & SERVICES: $865 million equivalent (B-): Dollar-denominated senior PIK toggle notes due 2015, non-callable for four years, and euro-denominated senior subordinated notes due 2017, non-callable for five years; Morgan Stanley, Goldman Sachs & Co., Banc of America Securities LLC, Deutsche Bank Securities (joint), GE Capital (co); Rule 144A with registration rights; both tranches come with three-year 35% equity clawbacks; to help fund acquisition of Pharmaceutical Technologies & Services from Cardinal Health; Somerset, N.J., contract manufacturing and service provider for the pharmaceutical industry; European roadshow starts March 21, U.S. roadshow starts March 26; pricing expected week of April 2

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; to help fund the approximately $9 billion LBO by Apollo Management; Parsippany, N.J., real estate franchisor; expected to launch March 19 week.

EXPECTED FIRST QUARTER BUSINESS

ALTRA HOLDINGS INC.: Add-on to 9% senior secured notes due Dec. 1, 2011 (existing ratings B3/CCC+); Jefferies and Co.; callable on Dec. 1, 2008 at 104.50, and feature an equity clawback until Dec. 1, 2007 for 35% at 109.00; to fund acquisition; Altra is a Quincy, Mass.-based electromechanical power transmission products company; original $165 million priced at par in November 2004; expected to launch late first quarter or early second quarter of 2007.

CELLU TISSUE HOLDINGS INC.: Bonds; proceeds, along with cash on hand and a drawdown of existing credit facility, to fund merger with CityForest Corp., a Ladysmith, Wis.-based manufacturer of tissue paper; Cellu Tissue is an Alpharetta, Ga., manufacturer and marketer of specialty tissue; debt financing expected to close before March 31, 2007.

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 SECOND QUARTER BUSINESS

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.

PIK LOANS

EB HOLDINGS, INC.: €600 million fixed rate PIK loans due 2017 (Ba3/B+); Credit Suisse/Citigroup (joint), non-callable for one year; to repay existing PIK notes and to pay dividends to shareholders; parent of Eco-Bat Technologies, a U.K.-based battery recycling company; roadshow commences March 22.

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.

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.

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 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 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.

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.

FIAT NORTH AMERICA: Benchmark euro-denominated bonds with an expected 10-year maturity (Ba2/BB/BB); BNP Paribas, Calyon Securities, UBS (joint); via euro medium-term note program; guaranteed by Fiat SpA; includes change-of-control put; for general corporate purposes, including debt refinancing; a unit of Turin, Italy-based automobile manufacturer Fiat SpA.

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.

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.

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 prior to 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 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

March 12-22: MSX INTERNATIONAL INC. $200 million; Jefferies & Co.

Started March 13: SUN HEALTHCARE GROUP INC. $200 million; Credit Suisse, CIBC World Markets, UBS Investment Bank

Started March 19: STERLING CHEMICALS INC. $125 million; Jefferies & Co.

Started March 19: MATRIX ACQUISTION CORP./MACDERMID INC. $350 million; Credit Suisse, Goldman Sachs & Co.

March 21-26: ADVANCED MEDICAL OPTICS INC. $200 million; UBS Investment Bank

Started March 21 in Europe, starts March 26 is U.S.: PHARMACEUTICAL TECHNOLOGIES & SERVICES $865 million equivalent; Morgan Stanley, Goldman Sachs & Co., Banc of America Securities LLC, Deutsche Bank Securities

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