High Yield Calendar: $4.47 billion, €540 million and C$250 million deals being marketed

December 3 Week

SILVER II BORROWER SCA and SILVER II US HOLDINGS, LLC (HAMILTON SUNDSTRAND INDUSTRIAL): $650 million eight-year senior notes (Caa1/CCC+) decreased from $775 million, with $125 million shifted to the term loan; Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, Goldman Sachs & Co., UBS Investment Bank (joint); Rule 144A for life; callable in three years at par plus 75% of the coupon; 40% equity clawback for the first three years; 101% poison put; to fund the LBO of the company by BC Partners and the Carlyle Group; manufacturer of highly engineered, mission-critical pumps and compressors for the industrial, infrastructure and energy markets; price talk 7¾% to 8% (also covenant changes); books close at noon ET Wednesday, pricing thereafter.

HELLERMANTYTON FINANCE PLC: €215 million senior secured floating-rate notes due 2017; Goldman Sachs International (sole global coordinator), Commerzbank, Mizuho Securities (co-managers); Rule 144A and Regulation S for life; callable in one year at 102; to refinance debt; Vienna, Austria-based global manufacturer of cable management products; roadshow Nov. 30-Dec. 3.

ALTICE FINANCING SA and ALTICE FINCO SA $1.09 billion equivalent: $700 million equivalent senior secured notes due December 2019, non-callable for three years, in dollar and euro tranches, size to be determined, and $390 million senior notes due 2020, non-callable for four years; Goldman Sachs International (bill and deliver, joint books), HSBC, Morgan Stanley (joint books), BNP Paribas, Credit Agricole, Credit Suisse, ING, JPMorgan (co's); Rule 144A and Regulation S for life; to fund the acquisition of the remaining 31% minority stake in HOT Telecommunications that Altice does not already own, refinance current COOL debt and refinance Bank debt at HOT; Altice operates Hot Mobile, a wireless telecommunications company in Israel, and Israeli cable television company Hot; U.S. roadshow Nov. 29 to Dec. 4, Europe roadshow Dec. 5-6.

ARMSTRONG ENERGY, INC.: $200 million senior secured notes due 2019 (/B-/); Stifel Nicolaus & Co. Inc. (books), PNC Capital Markets LLC (co); Rule 144A and Regulation S; to repay the senior secured credit facility and for general corporate purposes, including capital expenditures and potential reserve acquisitions; St. Louis-based diversified producer of low-chlorine, high-sulfur thermal coal from the Illinois Basin; roadshow Nov. 29-Dec. 6.

KENAN ADVANTAGE GROUP: $200 million six-year senior notes (expected B3/confirmed B-); Goldman Sachs & Co., Bank of America Merrill Lynch, KeyBanc Capital Markets; non-callable for two years; to pay a $175 million dividend to sponsors, Goldman Sachs Capital Partners and Centerbridge Partners, and partially repay term loan debt; North Canton, Ohio-based logistics and liquid bulk transportation services provider; roadshow started Dec. 3; pricing Dec. 7.

PRINCE MINERAL HOLDING CORP.: $260 million seven-year first-lien senior secured notes; Credit Suisse Securities (USA) LLC, BMO Capital Markets (joint); Rule 144A and Regulation S with registration rights; callable in 2015 at par plus 75% of coupon; 35% equity clawback until 2015; 101% poison put; to fund an acquisition and repay debt; New York City-based specialty chemicals production company owned by Palladium Equity Partners; roadshow Dec. 3 week.

A-S CO-ISSUER SUBSIDIARY INC. and A-S MERGER SUB LLC to be merged with and into ALLIANT HOLDINGS I, LLC: $475 million eight-year senior notes (expected ratings Caa2/CCC); J.P. Morgan Securities LLC, Bank of America Merrill Lynch, Morgan Stanley & Co. LLC, RBC Capital Markets, UBS Investment Bank, Macquarie Capital (joint), Mizuho Securities, KKR Capital Markets (co's); Rule 144A and Regulation S for life; non-callable for three years; to fund the acquisition of Alliant by KKR; specialty insurance broker; investor call 11 a.m. ET Dec. 5; pricing late Dec. 3 week.

TRILOGY ENERGY CORP.: C$250 million seven-year senior notes (/B/DBRS: B); Scotia Capital Inc., RBC Capital Markets, BMO Capital Markets Corp. (joint), CIBC World Markets Inc., TD Securities Inc., AltaCorp. Capital Inc., Stifel Nicolaus Canada Inc. (co's); Rule 144A eligible private placement; non-callable for three years; 101% poison put; for a non-permanent repayment of debt under Trilogy's existing credit facility, capital expenditures and general corporate purposes; Calgary, Alta.-based petroleum and natural gas-focused energy corporation; roadshow Dec. 3-6.

December 10 Week

SAWGRASS MERGER SUB INC. (TPC GROUP INC. following the merger): $655 million eight-year senior secured notes; Bank of America Merrill Lynch, Jefferies & Co., Morgan Stanley & Co. (joint books), Deutsche Bank Securities Inc., Goldman Sachs & Co. (co's); Rule 144A for life; non-callable for four years; to help fund the acquisition of TPC by First Reserve Corp. and SK Capital Partners; TPC Group is a Houston-based processor and service provider of value-added products derived from niche petrochemical raw materials; roadshow starts Dec. 6; pricing early Dec. 10 week.

KRAUSSMAFFEI: €325 million eight-year senior secured notes (expected ratings B2/B-); Credit Suisse (bill and deliver), Barclays, RBC (joint books); Rule 144A and Regulation S for life; non-callable for three years; to fund the acquisition of KraussMaffei by Onex; Munich, Germany-based manufacturer of machinery and systems for processing of plastics and rubber; roadshow Dec. 5-10.

CLEAVER-BROOKS, INC.: $285 million seven-year senior secured notes (expected ratings B2/B); RBC Capital Markets (left books), UBS Investment Bank, SunTrust Robinson Humphrey (joint books); Rule 144A and Regulation S for life; callable in three years at par plus 75% of coupon (special call allows issuer to redeem 10% of the issue annually at 103 during the non-call period); three-year 35% equity clawback; 101% poison put; to partially fund the acquisition of Cleaver-Brooks by Harbour Group and refinance debt; Milwaukee-based provider of complete boiler room systems; roadshow starts Dec. 4; pricing Dec. 10 week.

FAGE INTERNATIONAL SA and FAGE USA DAIRY INDUSTRY INC.: $250 million add-on to the 9 7/8% senior notes due 2020 (current ratings B3/B); Citigroup Global Markets (sole); Rule 144A and Regulation S; callable on Feb. 1, 2015 at 104.938; to refinance the existing senior notes due 2015, to refinance other debt facilities, to fund capital expenditures and for general corporate purposes; Athens, Greece-based dairy company; roadshow started Dec. 3; investor call Dec. 4; pricing by the end of the Dec. 10 week; original $150 million issue priced at 93.278 to yield 11% in January 2010.

BROOKFIELD RESIDENTIAL PROPERTIES INC.: $400 million eight-year senior notes; Credit Suisse Securities (USA) LLC, Citigroup Global Markets, J.P. Morgan Securities LLC (joint); Rule 144A for life; callable in three years at par plus 75% of the coupon; three-year 35% equity clawback; 101% poison put; to refinance debt; Calgary, Alta.-based land developer and homebuilder; roadshow started Dec. 5; pricing Dec. 10 week.

MILESTONE AVIATION GROUP LTD.: $250 million five-year senior notes; Jefferies & Co., Bank of America Merrill Lynch, Nomura (joint); Rule 144A and Regulation S for life; non-callable for three years; to finance the purchase of aircraft and to refinance previously purchased aircraft, with the remainder, if any, for general corporate purposes; Dublin, Ireland-based global aircraft leasing company exclusively focused on helicopters; roadshow Dec. 5 through Dec. 10 week; investor call Dec. 6.

Expected Fourth Quarter Business

ANCESTRY.COM: $300 million senior notes; Morgan Stanley & Co. LLC (left lead), Barclays, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBC Capital Markets LLC; bonds are backed by a commitment for a $300 million one-year senior unsecured bridge loan priced at Libor plus 825 bps with a 1.25% Libor floor (spread will increase by 50 bps after three months and every three months thereafter up to an undisclosed cap); also a $720 million senior secured credit facility; to help fund the acquisition of the company by Permira Funds, in a transaction valued at $1.6 billion, expected to close early in 2013; Provo, Utah-based online family history resource; expected late November or early December business.

BOMBARDIER INC. $1 billion notes; general corporate purposes; Montreal-based manufacturer of transportation services.

MERRILL COMMUNICATIONS LLC: $135 million 5.5-year second-lien notes (Caa3/CCC) with warrants for 25% (increased from 10%) of the company; bond deal downsized from $150 million, with proceeds shifted to the term loan; Credit Suisse Securities (USA) LLC; non-callable; to refinance bank debt; St. Paul, Minn.-based provider of technology-enabled services for the financial, legal, health care, real estate and other corporate markets; Libor plus 1,450 bps, including 2% PIK, with no floor and an original issue discount of 98 (being marketed primarily to bank loan accounts).

PETAQUILLA MINERALS LTD.: $210 million senior secured notes due 2017 (Caa1); Global Hunter Securities (sole); non-callable for two years; to refinance debt and to finance capital expenditures related to the Lomero-Poyatos mine in Spain; Vancouver, B.C.-based Petaquilla Copper is a copper exploration company; price talk 12% yield with warrants.

TEMPUR-PEDIC INTERNATIONAL INC.: $350 million senior notes (B1) and $1.77 billion credit facilities; Bank of America Merrill Lynch (lead arranger and bookrunner); to help fund its acquisition of Sealy Corp. for $2.20 per share including repayment of all of Sealy's outstanding convertible and non-convertible debt, for a total transaction value of about $1.3 billion, expected to close in the first half of 2013; Tempur-Pedic is a Lexington, Ky.-based bedding manufacturer; Sealy is a Trinity, N.C.-based bedding manufacturer.

USI INSURANCE SERVICES: $600 million bonds; Morgan Stanley & Co. LLC (left books), Bank of America Merrill Lynch, Citigroup Global Markets Inc., Goldman Sachs & Co., RBC Capital Markets LLC, UBS Securities LLC; to fund the acquisition of the company by Onex Corp. from GS Capital Partners VI Fund LP, expected to close by the end of 2012; Briarcliff Manor, N.Y.-based insurance broker.

On The Horizon

CKX ENTERTAINMENT, INC.: $360 million senior secured second-lien notes due 2019 (/B-/); Goldman Sachs & Co. (left books), Macquarie Group Ltd. (joint books); Rule 144A and Regulation S; non-callable for four years; to fund the purchase of common stock and repay existing credit facility; New York City-based owner and developer of entertainment content; possible business for the first quarter of 2012.

ENERGY TRANSFER EQUITY, LP: $3.2 billion high-yield bonds to help complete the $7.9 billion merger of Energy Transfer and Southern Union Co., including repayment of $3.7 billion of Southern Union debt; Energy Transfer is a Dallas-based oil and gas pipeline company.

FTS INTERNATIONAL, INC.: $400 million secured notes to repay term loan; company is soliciting consents from holders of its 7 1/8% notes due 2018 to amendments to the indenture governing the notes, Bank of America Merrill Lynch and Citigroup Global Markets Inc. are the solicitation agents; provider of well completion services for the oil and gas industry with corporate offices in Fort Worth and Cisco, Texas; expected Autumn 2012 business.

GLOBALIVE WIRELESS MANAGEMENT CORP.: Up to $1 billion equivalent in U.S. dollar- and Canadian dollar-denominated notes; Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp.; Rule 144A; to fund expansion of its wireless network and for general corporate purposes; Toronto-based wireless communications services provider; expected during first quarter of 2012.

GREENFIELD ETHANOL INC.: C$175 million of five-year senior second-lien notes (/B+//DBRS: B); Scotia Capital Inc. (lead); Macquarie Capital Markets Canada Ltd., Societe Generale (Canada) and TD Securities Inc. (co-managers); non-callable for three years, 101% change-of-control put; equity clawback for up to 35% in first three years; Canada call at 50 bps over Canadian government benchmark; guarantors GreenField Ethanol (Johnstown) Inc.; GreenField Ethanol (Hensall) Inc.; GreenField Hensall LP; GreenField Hensall GP Inc.; Pharmco Products Inc.; Aaper Alcohol and Chemical Co., Aaper Holdings Inc.; GreenField Ethanol of Quebec Inc. and all future restricted subsidiaries of GreenField.; proceeds to repay debt, to terminate existing interest rate swap agreements and for general corporate purposes; Ontario-based GreenField Ethanol is Canada's largest ethanol company.

M&G FINANCE CORP.: $200 million to $300 million senior secured notes due 2019 (expected B3//BB), downsized from $500 million; J.P. Morgan Securities LLC (sole); Rule 144A and Regulation S for life; non-callable (call protection increased from four years); to finance construction of new PET and PTA production facilities, pay back intercompany debt and fund working capital; Houston-based Mossi & Ghisolfi (M&G) produces polyethylene terephthalate (PET) resin for packaging applications; price talk 10% coupon to yield 12% at an issue price of approximately 90.

NAL OIL & GAS: C$150 million to C$250 million notes; RBC Capital Markets, BMO Nesbitt Burns; Calgary, Alta., trust acquires interests in Canada's upstream conventional oil and gas industry.

OPI INTERNATIONAL: $160 million first-lien senior secured notes due 2017; Global Hunter Securities; non-callable for three years; to help fund the acquisition of offshore construction vessels and refinance debt; Houston-based services provider to the offshore oil and gas industry; expected May business.

PPG COMMODITY CHEMICALS: $660 million notes and $240 million term loan in connection with its spin-off from PPG Industries and merger with Georgia Gulf Corp., expected to occur in late 2012 or early 2013; Barclays and J.P. Morgan Securities LLC have provided the debt commitment; PPG Commodity Chemicals is a producer of chlorine, caustic soda and related chemicals; PPG is Pittsburgh-based coatings and specialty products company.

PVH CORP.: $4.33 billion new debt comprised of senior notes and a credit facility; Barclays, Bank of America Merrill Lynch, Citigroup Global Markets Inc.; notes are backed by a bridge loan commitment; to fund the cash portion of the acquisition of Warnaco Group Inc., expected to close early in 2013, and refinance debt at both companies and provide liquidity going forward; PVH is a Bridgewater, N.J.-based apparel company.

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.

SPOTTED HAWK DEVELOPMENT LLC: $100 million five-year senior secured notes; Global Hunter Securities (sole books), Knight Capital (co); non-callable for three years; to fund oil production in the Bakken Field Play; New Town, N.D.-based energy exploration and production company; currently being marketed.

TDF GROUP (TELEFFUSION DE FRANCE): Euro-denominated high-yield bonds; BNP Paribas expected to be involved; to refinance debt; Paris-based multiple-platform telecommunications company.

Roadshows

Started Nov. 29: HAMILTON SUNDSTRAND INDUSTRIAL $775 million; Credit Suisse, Citigroup, Deutsche Bank, Morgan Stanley, RBC, Goldman Sachs, UBS

Nov. 29-Dec. 6: ARMSTRONG ENERGY $200 million; Stifel Nicolaus

Nov. 29-Dec. 6: ALTICE $1.09 billion; Goldman Sachs, HSBC, Morgan Stanley

Nov. 30-Dec. 3: HELLERMANTYTON €215 million; Goldman Sachs

Dec. 3-6: TRILOGY ENERGY C$250 million; Scotia, RBC, BMO

Started Dec. 3: FAGE DAIRY $250 million; Citigroup

Started Dec. 3: KENAN ADVANTAGE $200 million; Goldman Sachs, Merrill Lynch, KeyBanc

Dec. 3 week: PRINCE MINERAL $260 million; Credit Suisse, BMO

Starts Dec. 3: CLEAVER-BROOKS $285 million; RBC, UBS, SunTrust

Pricing late Dec. 3 week: ALLIANT $475 million; J.P. Morgan, Merrill Lynch, Morgan Stanley, RBC, UBS, Macquarie

Started Dec. 4: BROOKFIELD RESIDENTIAL PROPERTIES $400 million; Credit Suisse, Citigroup, JPMorgan

Starts Dec. 5: TPC $655 million; Merrill Lynch, Jefferies, Morgan Stanley

Starts Dec. 5: MILESTONE AVIATION $250 million; Jefferies, Merrill Lynch, Nomura

Dec. 5-10: KRAUSSMAFFEI €325 million; Credit Suisse, Barclays, RBC

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