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Published on 5/9/2006 in the Prospect News High Yield Daily.

High Yield Calendar

Total amount of high-yield bond offerings being marketed: $1.725 billion, €925 million and £65 million

WEEK OF MAY 8

LOTTOMATICA SPA: €750 million hybrid capital securities due 2066 (Ba3/BB); Credit Suisse (books), Goldman Sachs & Co. (joint lead); Rule 144A/Regulation S; non-callable for 10 years; margin step-up after 10 years; proceeds, along with the €1.4 billion rights issue, €1.9 billion senior loan and cash balances of €574 million to fund the acquisition of Gtech Holdings, a West Greenwich, R.I., gaming technology and services provider; Rome, Italy-based Lottomatica (Baa3/BBB-) manages and operates lottery games and provides other automated services; price talk 8¼%-8½%; roadshow concludes May 9 in Paris; pricing Wednesday.

MECACHROME INTERNATIONAL INC.: €175 million senior subordinated notes due 2014 (Caa1); Merrill Lynch & Co. (books), RBC Capital Markets (joint lead); Rule 144A/Regulation S; non-callable for four years; also €145 million credit facility; to repay debt; Montreal-based designer, manufacturer and assembler of precision-engineered industrial components for the automotive and aerospace industries in Europe and North America; roadshow started May 3; expected to price week of May 8.

POLYPIPE HOLDINGS PLC: £65 million floating-rate PIK notes due 2016; Deutsche Bank; non-callable for 18 months; after 2.5 years coupon steps up 200 bps if leverage is equal to or greater than 3.9-times; Castle Harlan, Inc. is sponsor; to refinance a loan and fund a dividend, sponsor is Castle Harlan, Inc.; Doncaster, England, building products company; pricing expected week of May 8.

DOBSON CELLULAR SERVICES INC.: $250 million (expected size) add-on to 8 3/8% first-priority senior secured fixed-rate notes due Nov. 1, 2011; Morgan Stanley is dealer manager for the tender and expected bookrunner for add-on notes; Rule 144A/Regulation S; callable after Nov. 1, 2008 at 104.188; equity clawback until Nov. 1, 2007 for 35% at 108.375; to fund tender for $250 million three-month Libor plus 475 basis points first-priority senior secured floating-rate Notes due 2011; issuing entity is wholly owned subsidiary of Oklahoma City-based Dobson Communications Corp.; original $250 million issue priced at par on Oct. 26, 2004 as part of a $500 million two-part senior secured first-priority notes transaction (also $250 million floater, see above, and $325 million 9 7/8% second-priority notes: three-tranche transaction totaled $825 million); timing pending tender (earnings to be announced on Wednesday, earnings call on Thursday, could come as early as Thursday).

AMKOR TECHNOLOGY INC.: $200 million to $300 million notes due 2016; Citigroup expected to be involved; in part to fund tender for up to $200 million 9¼% senior notes due 2008, Citigroup dealer manager; Chandler, Ariz., provider of semiconductor packaging and test services; expected May 8 week.

GALLERY CAPITAL: $150 million senior secured notes due 2013 (B-); Citigroup; Rule 144A for life/Regulation S; non-callable for four years; to repay debt, fund an acquisition and capital expenditures; second-largest outdoor advertising network in the Russian Federation based on revenues and number of outdoor advertising sites, headquarters in Moscow; pricing expected week of May 8.

WEEK OF MAY 15

UNIFI INC.: $225 million senior secured first-lien notes due 2014 (expected ratings Caa1/CCC+); Lehman Brothers (books), Banc of America Securities (joint lead); Rule 144A with registration rights; non-callable for four years; to fund tender for 6½% senior notes due 2008; Greensboro, N.C.-based diversified producer and processor of multi- filament polyester and nylon textured yarns and related raw materials; roadshow May 10-17, pricing thereafter.

EDUCATION MANAGEMENT CORP. $760 million in two parts: $320 million senior notes due 2014, non-callable for four years and $440 million senior subordinated notes due 2016, non-callable for five years; Credit Suisse, Goldman Sachs & Co., Merrill Lynch & Co., Banc of America Securities (joint); Rule 144A with registration rights; to fund the acquisition of the company by an investor group led by Providence Equity Partners and Goldman Sachs Capital Partners; Pittsburgh-based provider of private post-secondary education; roadshow starts May 9; pricing late in the week of May 15.

HANGER ORTHOPEDIC GROUP INC.: $190 million senior unsecured notes due 2013 (B3/CCC+); Lehman Brothers, Citigroup (joint); Rule 144A/Regulation S; non-callable for four years; also $50 million private placement of 3.33% convertible perpetual preferred stock to Ares Corporate Opportunities Fund, LP, $230 million term loan and a $75 million revolver; approximately $166 million to repay debt outstanding as of March 31, 2006 under its existing credit facilities, $200 million to refinance its 10 3/8% senior notes due 2009, $16 million to refinance outstanding 11¼% senior subordinated notes due 2009 and about $65 million to redeem its outstanding 10% redeemable preferred stock (company expects the refinancing to be accretive to earnings per share upon its consummation); pro forma pricing guidance 9½%-10%; Bethesda, Md., provider of prosthetics and orthotics; roadshow expected to start May 16; pricing expected May 22.

ON THE HORIZON

AMERICAN GREETINGS CORP.: $200 million senior unsecured notes due 2016; to fund tender for 6.1% senior notes, which are putable in August of 2008, other financing activities and general corporate purposes; Cleveland-based manufacturer of social expression products; expected to launch within the next two months.

ARAMARK CORP.: $6.25 billion of debt financing to include senior and/or subordinated debt securities or, pending market conditions, an interim bridge facility, and/or a senior credit facility and/or an accounts receivable securitization facility; financing to be arranged by Goldman Sachs Credit Partners LP and J.P. Morgan Securities, Inc.; to fund the acquisition of the company by chairman and chief executive officer Joseph Neubauer together with funds managed by sponsors GS Capital Partners, J.P. Morgan Partners, Thomas H. Lee Partners and Warburg Pincus LLC; Philadelphia-based professional services company which provides food, hospitality, facility management services as well as uniform and work apparel.

DUNKIN' BRANDS INC.: High-yield bonds and new credit facility; to help back leveraged buyout by Bain Capital Partners, The Carlyle Group and Thomas H. Lee Partners; Canton, Mass., quick-service restaurant franchisor; LBO expected to close in the first quarter of 2006.

EDISON MISSION ENERGY: Up to $1 billion new senior notes; proceeds, together with cash on hand, to fund tender for $400 million 10% senior notes due 2008 and $600 million 9 7/8% senior notes due 2011, JP Morgan and Citigroup dealer managers, consent date May 17, 2006; indirect subsidieary of Irvine, Calif. independent power producer Edison Mission Group.

INTELSAT LTD.'s $7 billion acquisition of PANAMSAT HOLDING CORP.: $4 billion (approximate) minimum: PANAMSAT OPERATING CO. $572.9 million senior notes with the option to issue additional $663.57 million if PanAmSat 9% notes are refinanced, PANAMSAT HOLDING CO. $721.2 million in senior notes with option to issue additional $301.9 million if PanAmSat 10 3/8% notes are refinanced, INTELSAT OPERATING CO. up to $557 million of senior notes, INTELSAT HOLDING CO. up to $1.4155 billion in senior notes; also approximately $2.88 billion aggregate bank debt; financing provided by Deutsche Bank, Citigroup, Credit Suisse and Lehman Brothers; PanAmSat is a Wilton, Conn.-based satellite network operator; Intelsat is a Pembroke, Bermuda, satellite communications company; expected to be completed in 2006.

JACOBS ENTERTAINMENT INC.: New senior unsecured notes; also new credit facility expected to close by the end of the second quarter of 2005; to refinance its existing $148 million of 11 7/8% senior secured notes due 2009 and $19 million of subordinated debt; Golden, Colo.-based owner and operator of multiple gaming properties.

KERZNER INTERNATIONAL LTD.: Senior subordinated notes, size to be determined; Deutsche Bank Securities; also new senior secured credit facilities led by Goldman Sachs; to help fund its leveraged buyout by an investor group that's led by management; Paradise Island, The Bahamas, developer and operator of destination resorts, luxury resort hotels and gaming properties; expected mid-2006.

MTR GAMING GROUP INC: $125 million fixed-rate senior subordinated notes due 2012; Jefferies & Co. (books), Wells Fargo Securities; Rule 144A with registration rights/Regulation S; non-callable for three years; to complete construction of its Presque Isle Downs facility, to pay the $50 million slots license fee upon licensing of Presque Isle Downs, to repay debt and for general corporate purposes; Chester, W.Va.-based owner, operator, and developer of gaming, horse racing, and hotel properties; timing to be determined.

NEG INC.(to be renamed National Energy Group Inc.): $200 million senior notes; also $460 million common stock IPO via Bear, Stearns & Co., Citigroup; $125 million to repay a portion of NEG Oil & Gas revolver, $245 million to repay debt owed to American Real Estate Partners, LP (AREP) by National Energy Group, National Onshore and National Offshore, subsidiaries of NEG Oil & Gas, to fund $194 million distribution to AREP; independent oil and gas exploration, development and production company based in Dallas.

NTL INC./TELEWEST GLOBAL INC.: £1.8 billion high-yield debt; to help fund NTL's acquisition of Telewest Global, Inc. for about $6 billion; Goldman Sachs advised NTL, Deutsche Bank Securities advised Telewest, the U.K.'s second largest cable provider; expected to close in the first quarter of 2006.

PET VALU CANADA INC.: C$15 million 10% two-year unsecured subordinated debentures; private placement; notes will come with a two-year extension available at the subscribers' option subject to a prepayment right on the part of Pet Valu Canada; the existing investors to whom Pet Valu Canada will be making the offer are the holders of its outstanding 8½% debentures due July 24, 2006, including Holtcorp Inc., a company controlled by Pet Valu Canada's chief executive officer, Geoffrey F. Holt; to retire maturing 8½% debentures; offering will be subject to Pet Valu Canada obtaining all required third party approvals; Markham, Ont., specialty retailers of pet food and pet supplies.

PINNACLE ENTERTAINMENT INC.: $1.25 billion bonds; also $2.15 billion credit facility led by Lehman Brothers and Bear Stearns & Co.; to back up the bond offering, the company has received a commitment for a $1.25 billion 365-day unsecured senior subordinated interim loan that would carry an interest rate of Libor plus 450 bps, increasing by 75 bps 180 days after funding and an additional 50 bps each 90 days thereafter up to a maximum of 11% per annum; proceeds to help finance Pinnacle's purchase of Phoenix-based gaming company, Aztar Corp., expected to close in the fourth quarter of 2005; Pinnacle Entertainment is a Las Vegas-based owner and operator of gaming entertainment facilities.

REYNOLDS AMERICAN INC.: $1.8 billion senior secured notes; Lehman Brothers, JP Morgan (as a back up for the bonds the company has received a commitment for an up to $1.8 billion 364-day secured term loan); also $2.2 billion credit facility, bank meeting expected "shortly" (according to market source, reported April 25, 2006); to help fund its acquisition of Conwood; Reynolds American is a Winston-Salem, N.C.-based manufacturer and marketer of cigarettes and other tobacco products.

SEMGROUP LP: $400 million senior notes; Banc of America Securities; also $725 million credit facility; to help fund its purchase of TransMontaigne Inc.; TransMontaigne is a Denver-based refined petroleum products marketing and distribution company; SemGroup is a Tulsa, Okla.-based midstream service company.

SILGAN HOLDINGS INC.: New subordinated notes and/or borrowings under senior secured credit facility; to fund €230 million acquisition of Amcor Ltd.'s White Cap closures business, expected to close during second quarter of 2005; Silgan is a Stamford, Conn., manufacturer of consumer goods packaging products.

SOURCECORP INC.: $175 million in senior subordinated notes; Credit Suisse, UBS Securities; also $250 million senior secured credit facility; to help fund LBO by Apollo Management LP expected in the second or third quarter of 2006; as back-up for the bond offering, the company has received a commitment for a $175 million senior subordinated increasing rate bridge loan; Dallas-based provider of business process outsourcing solutions and specialized consulting services.

SESI LLC (SUPERIOR ENERGY SERVICES INC.); New senior unsecured notes; Rule 144A; to fund tender for $200 million of its 8 7/8% senior notes due 2011, Bear Stearns & Co. dealer manager, expires June 5, 2006; Harvey, La.-based provider of specialized oilfield services and equipment focused on serving the production-related needs of oil and gas companies primarily in the Gulf of Mexico and the drilling-related needs of oil and gas companies in the Gulf of Mexico and select international market areas.

UTI WORLDWIDE INC.: $200 million senior notes; true private placement; proceeds along with cash reserves and $150 million draw from senior secured six-month term credit facility to fund $197.1 million acquisition of Portland, Ore.-based privately held third-party logistics services and multi-modal transportation capacity solutions provider Market Industries; ocean freight and logistics company, domiciled in the Virgin Islands with headquarters in Rancho Dominguez, Calif.

VALOR COMMUNICATIONS GROUP/ALLTEL CORP.: $800 million of senior notes; also up to $4.2 billion credit facility via JP Morgan and Merrill Lynch; to fund the merger of Valor with Alltel; new entity expected to be based in Central Arkansas; expected second quarter of 2006.

WILLIAMS PARTNERS LP: $150 million senior notes via Rule 144A/Regulation S; also $216.9 million from offering of 7 million units of common stock via Lehman Brothers and Citigroup; to fund 25.1% interest in Four Corners system, which gathers and processes about 37% of the natural gas produced in the San Juan Basin and connects with the five pipeline systems that transport natural gas to end markets from subsidiaries of Williams; Tulsa, Okla.-based natural gas gathering, transporting and processing company.

WOOD RESOURCES LLC/FINANCE CORP.: $75 million senior secured floating-rate notes due 2013 (B3/B-); Jefferies & Co. (books); Rule 144A/Regulation S; all existing and future domestic restricted subsidiaries will guarantee the notes on a senior secured basis; to repay substantially all outstanding debt and fund capital projects; Greenwich, Conn., company primarily produces plywood for specialized industrial markets as well as for the construction and residential repair and remodeling markets; price talk six-month Libor plus 750 basis points.

ROADSHOWS

Started May 3: MECACHROME INTERNATIONAL INC. €175 million; Merrill Lynch & Co.

Starts May 9: EDUCATION MANAGEMENT CORP. $760 million; Credit Suisse, Goldman Sachs & Co., Merrill Lynch & Co., Banc of America Securities LLC

May 10-17: UNIFI INC. $225 million; Lehman Brothers

Starts May 16: HANGER ORTHOPEDIC GROUP INC. $190 million; Lehman Brothers, Citigroup


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