High Yield Calendar: $3.9 billion and €325 million deals being marketed

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 started Dec. 6; pricing expected Dec. 11.

SIX FLAGS ENTERTAINMENT CORP.: $600 million senior notes due Jan. 15, 2021 (expected ratings B3/B+); Wells Fargo Securities LLC (left books), Bank of America Merrill Lynch, Barclays (joint books), Deutsche Bank Securities Inc., Goldman Sachs & Co. (co's); Rule 144A and Regulation S for life; callable in three years at par plus 75% of the coupon; to repay $72.2 million of the term loan A and $177.8 million of the term loan B, with the remainder for general corporate purposes, including to fund repurchases of common stock; Grand Prairie, Texas-based regional theme park company; investor call 12:30 p.m. ET on Thursday; 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 started Dec. 4; pricing Dec. 10 week.

TEMPUR-PEDIC INTERNATIONAL INC.: $350 million eight-year senior notes (B3/B+); Bank of America Merrill Lynch, Barclays, J.P. Morgan Securities LLC, Wells Fargo Securities LLC (joint), Fifth Third Securities (co); Rule 144A with registration rights; non-calable for four years; 101% poison put; proceeds, along with new credit facility and cash on hand, to help fund its acquisition of Sealy Corp. and repay substantially all of Sealy's and Tempur-Pedic's outstanding debt; Tempur-Pedic is a Lexington, Ky.-based bedding manufacturer; investor call 12:15 p.m. ET Dec. 10; roadshow Dec. 10-12, pricing thereafter.

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.

RAIN CII CARBON LLC and CII CARBON CORP. $675 million equivalent: $400 million and €210 million eight-year senior secured second lien notes (expected ratings B1/BB-); Citigroup Global Markets (left books), Goldman Sachs & Co. (joint books), Wells Fargo Securities LLC (co); Rule 144A and Regulation S for life; callable in three years at par plus 75% of the coupon; three year 35% equity clawback; 101% poison put; to partially fund the acquisition of Rutgers NV and repay certain existing debt; Kingwood, Texas-based calcined petroleum coke producer; European roadshow Dec. 5-7; U.S. roadshow Dec. 10-14; pricing late Dec. 10 week.

COMPASS INVESTORS, INC. (parent of USI HOLDINGS CORP.: $630 million eight-year senior notes; Morgan Stanley & Co., Bank of America Merrill Lynch, Citigroup Global Markets, Goldman Sachs & Co., RBC Capital Markets, UBS Investment Bank; Rule 144A for life; non-callable for three years; to fund the acquisition of USI Holdings Corp. by Onex Partners; Briarcliff Manor, N.Y.-based distributor of property and casualty insurance and employee benefits products; investor call 10:30 a.m. ET on Dec. 10; pricing Dec. expected Dec. 14.

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.

CC HOLDINGS GS V LLC (CROWN CASTLE INTERNATIONAL CORP.): Senior notes via Rule 144A and Regulation S; to redeem or repurchase CC Holdings GS V LLC's existing senior notes; Houston-based cell tower company; expected to price and settle before the end of 2012, pending market conditions.

CC HOLDINGS GS V LLC (CROWN CASTLE INTERNATIONAL CORP.): Senior notes (expected Baa2/BB/BBB-) via Rule 144A and Regulation S; to redeem or repurchase CC Holdings GS V LLC's existing senior notes; Houston-based cell tower company; expected to price and settle before the end of 2012, pending market conditions.

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.

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 Dec. 3: FAGE DAIRY $250 million; Citigroup

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

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

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

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

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

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

Pricing early Dec. 10 week: SIX FLAGS $600 million; Wells Fargo, Merrill Lynch, Barclays

Dec. 5-14: RAIN CII CARBON $400 million and €210 million; Citigroup, Goldman Sachs

Dec. 10-12: TEMPUR-PEDIC $350 million; Merrill Lynch, Barclays, J.P. Morgan, Wells Fargo.

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