Commentary & Deal Flow

As expected, the US high yield new issue market remains on its pre-Labor Day vacation this week, no new deals were announced today and none are left on the calendar for pricing. The European market was also quiet today with the UK closed for the Summer Bank Holiday.

The US high yield new issue market is expected to remain on its pre-Labor Day vacation this week. All desks said they are done until after Labor Day and don’t expect any activity this week. Since the turn of the century, there have been only two instances of a deal pricing in the week before Labor Day. Once in 2020 and in 2009. Our guess was zero deals for this week.

Heading into August, the month was expected to stay slow, but the exact pace was unknown. All desks said the forward pipelines were light, except in the AI sector where there was a backlog of large data center deals waiting for the secondary conditions to improve. Some desks said that August could be the slowest month of the year, unless we saw some data center deals coming forward. 

Historically August has been a slower month, only a little faster than July, with the market essentially closed for the last two weeks of August. However, Labor Day weekend was late this year, which meant we could get one extra working week in August. Last year was relatively active with $25.675bn priced, much higher than the average August volume since 2010 of $18.087bn. The biggest August was August 2020 at $52.925bn, putting it in fourth place on the all months top ten table. In contrast the smallest August since the end of the Credit Crisis was August 2011 at $1.021bn. 

Syndicate desk estimates for August volume were very wide, ranging from $7.5bn to $30bn. Those expecting volumes on a lower end excluded data center volumes from their guess. The estimates excluding data center deals were $7.5bn-$17.5bn. Our guess was $17bn.

Ultimately, August continued to slow with only $12.075bn priced this month, beating July to become the slowest month of the year, despite getting one extra working week. Only one data center deal priced this month ($2.25bn Zenith Arc). But overall lighter pipelines, smaller deal sizes, and the pre-Labor Day slowdown kept the volume limited. The average August volume since 2010 also dropped to $17.734bn.

The August final global volume was USD12.42bn (USD12.075bn and non-US$ USD345m equivalent).

Looking ahead to September, the month is expected to be very active after the Labor Day weekend. There is a backlog of hefty data center deals and the M&A activity is also picking up. Besides, there are several issuers looking to refinance so we’ll also see several opportunistic issuers if secondary is supportive. The final volume will be market dependent, but it is still expected to be much busier than the last two months and possibly become the busiest month of the year. 

Historically, September has been a very active month for US HY primary, averaging a robust $32.462bn since the end of the credit crisis in 2010, making it the busiest month of the year on average. It also has three entries in the top ten volume list of all months: third place (Sept 2025 $57.55bn), seventh place (Sept 2020 $47.515), and tenth place (Sept 2013 $46.702bn). While most desks don’t expect a repeat of last year’s $57.55bn, one desk said that is possible with the large data center deals in the pipeline.

Syndicate desk estimates for September’s US high yield new issue volume range from $30bn to $60bn using wide ends (all were in the $30bn-$50bn range, except one $40bn-$60bn). Our guess is $40bn.

The US high yield secondary was weaker along with stocks and treasuries as US-Iran strikes resumed. UST yields advanced across the curve (10y UST yield +2bps to 4.74%), while stocks declined (DJIA -374; S&P -25; NASDAQ -31).

The CDX HY46 was unchanged at 107.954.

CFR High Yield Forward Calendar

===================== [ 08/31/2026 Week ] ===============

Nothing scheduled

====================== [ 2026 ] ===============

SoftBank Group Corp (SOFTBK) $10b-$20bn equivalent in US$ and possibly EUR 144A/Reg S notes. UOP: repay a portion of the $40bn bridge loan incurred to fund its OpenAI Investment, and for other AI investments. Biz: diversified global investment holding company. HQ: Tokyo, Japan. 

Paramount Skydance Corp (PSKY, PARA) approx $12.4bn (US$/EUR) equivalent sr sec 2nd lien notes. B1/BB/BB. Via BofA/Citi/Apollo. June biz (exchange/tender/consent deadline is 5pm 06/17/26). UOP: along with approx $30-32bn of sr sec 1st lien IG-rated notes, $7.50bn (US$/EUR) equivalent sr sec 1st lien term loan B, and $5bn sr sec 1st lien term loan A, which has already been raised (1st lien debt rated --/BBB-/--), to fund the acquisition of Warner Bros Discovery Inc (WBD) for $31.00 per share in cash or $81bn total equity ($110bn enterprise value) (WBD shareholders will receive a $0.25 per quarter ticking fee for each quarter after 09/30/26 that the deal has not closed), PSKY is also paying the $2.8bn Netflix breakup fee. The deal will also be funded with a $47bn new equity private placement of Class B shares at $16.02 per share by the Ellison Family ($46.720bn) and RedBird Capital Partners ($250m), and others. PSKY equity holders will also be given the opportunity to participate in a rights offering for up to $3.25bn PSKY Class B Common shares at $16.02 per share. BofA/Citi/Apollo originally provided a $54bn debt commitment ($38.6m new bridge loan and a new $15bn bridge loan replacing the existing WBD debt refi bridge loan incurred 06/30/25, to fund the $14.5bn cash cap tender offer across six different bond pools covering all of its approx $35.5bn of outstanding bonds ($17.7bn face amount of bonds were retired)), also a $3.5bn bridge loan to backstop PSKY's existing revolver, which has now been replaced by a new $5bn revolver.  $12.8bn of 2nd lien sr sec notes will also be issued in the exchange offer for a portion of the existing Warner Bros Discovery debt. The previous plan to spin off WBD's Global network business that was announced 06/09/2025 has been canceled. Closing is expected Q3 2026. 

Timeline: 06/09/2025 WBD announces plan to spinoff its Global Network business to shareholders: 10/21/2025 WBD announced a Strategic Review in response to unsolicited interest from multiple parties and its intent to evaluate a broad range of options; 12/05/2025 WBD accepts an offer from NetFlix to purchase the WBD Streaming and Studio biz for $27.75 per share, consisting of $23.25 in cash and $4.50 of Netflix equity, or a total enterprise value of $82.7bn); 12/08/2025 PSKY took its offer hostile, going directly to shareholders with a $30 per share all cash offer for the entire company; 02/26/2026 WBD announced that it had accepted Paramount's improved offer and canceled plans to spin off WBD's Global network business, and then shortly thereafter Netflix announced they had dropped out of the bidding process. 04/23/26 update WBD's shareholders approved the merger with Paramount Skydance, but regulatory approval is still pending. 05/19/26 PSKY commences tender offers and exchange offers for certain Discovery Global Holdings Inc and Discovery Communications LLC notes and Warner Bros Discovery commenced consent solicitations from holders of WBD notes. 05/19/26 Discover Global Holdings Inc (Warner Bros Discovery) launched an approx $6bn (US$5bn/EUR1bn) 7y sr sec term loan B two-part, to partially repay the $15bn bridge loan incurred 06/30/25 to fund the $14.5bn capped tender offer for WBD notes; upsized 05/21/26 to approx $10bn ($9bn/EUR remains EUR1bn); upsized and priced 05/27/26 to the full $15bn ($13bn and EUR1.717bn). These term loans will be refinanced when the merger transaction closes. 05/27/26 update the requisite consents were received from bondholders in the consent solicitation. These amended bonds will be able to participate in the 144A exchange offers for new sr sec 2nd lien notes ($12.1bn and EUR0.6bn final results) and the tender offers ($2.4bn final results). $2.5bn and EUR0.1bn are not subject to the exchange offers or tender offers (only QIBs are eligible and only bonds for which consents have been given are eligible). 06/12/26 update: DoJ approves the merger with no changes. 6/18/26 update: China approves the merger. 06/24/26 update: EU approval is seen to be on track, possibly with cancellation of its joint venture with Universal Picture. 07/09/26 update: previously The Competition Protection Agency of Kuwait, the Austrian Federal Competition Authority, and the Australian government have also unconditionally approved the merger. 07/09/26 update: Oregon has filed a lawsuit against PSKY requesting more materials and time to review them. Other US states, including California, have previously announced their intention to block the merger. 07/10/26 update: WSJ story: In a statement, Paramount denied that its timeline had been adjusted because of Oregon's legal actions. It said the European Commission has until July 22 to complete its review of the deal-plus 10 more working days to consider remedies-and that date shouldn't be seen as a target for the deal to close. 07/13/26 update: a group of state attorneys general led by California's Rob Bonta filed a lawsuit aimed at blocking the merger due to antitrust concerns. Later in the day, the group filed court papers seeking a temporary restraining order to  put the deal on hold so that legal proceedings could move forward. 07/14/26 update: The Writers Guild of America sued Paramount Skydance to block the merger, asserting the merger would harm competition. 07/14/26 update:  Paramount trial counsel Jeffery Kessler said in an interview with CNBC that  PSKY is still aiming to close its proposed acquisition of Warner Bros Discovery by the end of September despite a recent lawsuit filed by state attorneys general challenging the deal. 07/16/26 update: a PSKY shareholder sued Larry Ellison, his son David Ellison and the PSKY board asserting fiduciary breach claims when they cut an illegal deal with Trump to secure the completion of the acquisition. 07/20/26 update: a federal judge in California put a 14 day hold on the closing of the acquisition saying it likely violates antitrust law. A hearing is scheduled for 08/03/16 to determine whether to extend the deadline as the lawsuit brought by California et al to block the merger proceeds. 07/22/26 update: the EU gave conditional approval to the acquisition pending the termination of a  distribution agreement with Universal Pictures in Europe. 07/24/2026: Paramount Skydance has reached an agreement with a coalition of state attorneys general to postpone the Warner Bros. Discovery merger until five days after a trial is held or June 1, 2027, whichever is earlier. 08/14/26 update:  PSKY announced that all regulatory conditions under the merger agreement have been satisfied, including approvals from the EU, UK, Australia, Canada, Brazil, China, COMESA, the US DOJ, and Mexico. 08/04/26 A California judge sets the States' anti-trust trial date at 03/02/27. 

Previous expiration dates: 06/17/26, 07/15/26, 07/22/26, 07/31/26, 07/31/26, 08/14/26, 08/21/26, 5pm 09/04/26. As of 5pm 08/21/26(64.26% of notes subject to the tender offer and 73.82% of the notes subject to the exchange offer have been tendered (PSKY does not view these figures to be representative of the final results of the applicable offers).

According to Moody's, PSKY's post-closing capital structure will include a total of approx $86.8bn of debt, consisting of $44.5b on sr sec 1st lien debt (48%), approx $25.2bn in sr sec 2nd lien notes (27%), $15.5bn sr unsec notes (18%), and approx $1.6bn of sub notes (2%). The $44.5bn sr sec 1st lien debt will consist of $5.0bn term loan A (already done), and $39.5bn in new first lien secured debt (also $5bn revolver (undrawn)). The $25.2bn 2nd lien debt will consist of $12.8bn issued in the exchange offer and $12.4bn still to be issued as part of the debt financing. The $15.5bn sr unsec notes will consist of  $13bn existing at Paramount and $2.5bn existing at WBD.

The Brink's Co (BCO) $2.124bn sr notes. Via MS. (Existing sr unsec notes were affirmed at Ba3/BB/BB+ (stable/stable/stable)). UOP: along with cash on hand, to fund the acquisition of NCR Atleos Corp (NATL) for $6.6bn implied value, consisting of $2.2m in cash ($30.00 per share in cash) and 13.3m BCO cmn shares (0.1574 cmn share of BCO per NATL share) ($50.40 per share total implied value), and the assumption of $2.6bn NATL debt. MS has provided a $2.124n bridge loan to fund the cash portion and refinance NATL's debt (BCO will also use cash on hand) (The bridge loan originally was $4.5bn total size consisting of $2.276bn sr unsec bridge loan to fund the cash portion of the acquisition, $873m sr sec bridge loan backstopping the amend and extend of NCR Atleos term loan A with BofA, and $1.35bn sr sec bridge loan backstopping the $1.35bn 9.50% sr sec notes due 2029, in case Brink's and NCR Atleos do not receive the requisite consents from the noteholders to keep the bond outstanding). Closing is expected in Q1 2027. Biz: provider of cash management, secure logistics and security services. HQ: Richmond, VA. (Acquisition announced 02/26/2026).

++++06/30/26 update: BCO and NATL shareholders approve the merger.

++++05/12/26 update: the FTC granted early termination of the HSR waiting period.

+++04/07/26 update: on 03/31/36 Brink's increased its existing $2.225bn term loan A with a new $1.025bn delayed-draw term loan via BofA and increased its revolver by $600m. This financing will replace a portion of the bridge loan.

+++03/11/26 update: NCR Atleos announced they had received the requisite consents and amended the CoC definition on its 9.50% sr sec notes due 2029.

+++03/05/26 update: NCR Atleos Corp commenced a consent solicitation with respect to its $1.35bn 9.50% sr sec notes due 2029. The Proposed Amendments seek to amend the defined term “Change of Control” to provide that the Mergers will not constitute a Change of Control and to add or amend certain other defined terms contained in the Indenture related to the foregoing.

The amended and restated credit agreement increases the size of the existing credit facility from $2.225 billion to $3.85 billion. The increase is structured as a $1.025 billion delayed draw term loan and a $600 million increased revolving credit commitment, and the proceeds are intended to be used to fund part of the cash consideration for Brink’s potential acquisition of NCR Atleos Corporation (“NCR Atleos”), refinance indebtedness of NCR Atleos, and fund general corporate purposes. The amended and restated credit agreement will mature on March 31, 2031. Pricing is expected to remain at Term SOFR + 150 basis points through the consummation of Brink’s proposed acquisition of NCR Atleos, subject to Brink’s consolidated net leverage ratio in accordance with the terms of the amended and restated credit agreement. The acquisition remains subject to customary closing conditions, including regulatory approval and shareholder approvals from both companies.

Fertitta Gaming/Caesars Entertainment Inc (FRTITA) $1.675bn sr sec notes. UOP: along with $500m sr sec incremental term loan A-1, $1.675bn sr sec incremental term loan B-2, and $750m 1y sr sec bridge loan (also $2bn revolver), to fund the acquisition of Caesars Entertainment Inc (CZR) by Fertitta Entertainment Inc for $31.00 per share in cash representing an equity value of $5.7bn or an enterprise value of $17.6bn including the assumption of approx $11.9bn net debt. Fertitta plans on funding the transaction with $2.7bn equity financing provided by Fertitta Entertainment and committed debt financing obtained from 10 banks. MS/GS are financial advisors to Fertitta. The new entity will be a wholly owned sub of Fertitta Gaming Holdco LLC. Biz: gaming, entertainment, and restaurants. HQ: Houston, TX. (Acquisition announced 05/28/2026).

HB Fuller Co (FUL) US$ TBD sr notes. Existing sr unsec Ba3/-- (stable/--). UOP: fund the acquisition of Advanced Medical Solutions Grp plc (AMS) for GBP2.85 per share, equity value of GBP659m or an enterprise value of GBP715m (approx $970m). Backstopped by a 100% fully committed sr unsec bridge loan. GS and Perella Weinberg are financial advisors to HB Fuller. Closing is expected by the end of Q4 2026. Biz: maker of adhesives, coatings and sealants. HQ: St Paul, MN.

++++08/13/26 update: AMS shareholders approve the merger.

Rocket Lab Corp (RKLB) US$ TBD notes. UOP: to fund the acquisition of Iridium Communications Inc (IRDM) for $54 per share ($27.00 in cash and the rest in RLKB shares) for a total enterprise value of approx $8bn. DB/WFS have committed to provide a $3.6bn 1 year bridge loan to backstop the financing of the deal, which is expected to consist of debt and equity financing and cash on hand. Biz: a leading space company that provides launch services, spacecraft, payloads and satellite components serving commercial, government, and national security markets. HQ: Long Beach, CA. (Acquisition announced 06/29/26).

+++08/13/26 update: HSR period has lapsed. RKLB and IRDM are seeking to amend IRDM's $1.75bn term loan, which would allow it to remain in place. This would reduce the bridge loan. RKLB also announced a new $1.944bn at-the-market equity program. Amounts raised there will also reduce the commitments under the bridge loan.

Alcoa Corp (AA) US$ sr notes. (existing sr unsec debt of subs Ba1/BB+/BB+. UOP: fund the acquisition of bauxite mine interests, alumina refinery assets, and aluminum smelter assets from South32 Ltd in a cash and stock transaction representing an up-front purchase price of $4.1bn or a $4.7bn enterprise value including the assumed net debt. The transaction consists of $3.1bn in cash, $1bn in stock (~17m AA shares at $58.79), $600m of assumed net debt, as well as an additional CVR worth up to $750m based on the price of aluminum. To help fund the cash portion of the transaction, Alcoa obtained a $3.1bn bridge facility with GS which they plan to replace with cash on hand and permanent debt financing. The existing sr unsec debt of Alcoa Corp's subs is rated Ba1/BB+/BB+. The transaction is expected to close by Q2 2027. Biz: a global industry leader in alumina and aluminum products. HQ: Pittsburgh, PA.  (Acquisition announced 06/30/26).

Group 1 Automotive Inc (GPI) $1.25bn notes. (Existing sr unsec notes Ba2/BB+). Via JPM. UOP: fund the acquisition of the dealership and real estate assets of Hennessy Automobile Cos (Atlanta area) for $1.3bn in cash. JPM has provided a $1.25bn bridge loan to backstop the deal. Closing is expected by year end 2026. Biz: owns and operates auto dealerships, franchises and collision centers across the US and UK. HQ: Houston, TX. (Acquisition announced 07/30/26).

Integer Holdings Corp (ITGR) possible bonds. Via Citi/KKR/Barc/UBS/Jefferies. UOP: fund the LBO of Integer by KKR for $127 per share in cash ($5.7bn enterprise value). Closing is expected by the end of 2026. Biz: medical device contract development and manufacturing organization (CDMO). HQ: Plano, TX. (Acquisition announced 08/03/26).

Dream Finders Homes Inc (DFH) up to $900m sr notes. B1/BB-//BB- (review for downgrade/Watch negative/negative). Via BofA/GS. UOP: along with a $800m Land Bank Facility with Lewis Investment Management, $450m of $1,000 pfd equity and possibly other common equity, to fund the acquisition of Beazer Homes USA Inc (BZH) for $33.50 per share in cash or a total enterprise value of $2.2bn. BofA/GS are providing a $900m bridge loan to backstop the permanent sr note and possible common equity financing. 

Closing is expected in Q4 2026. Biz: single-family homebuilder. HQ: Jacksonville, FL. (Acquisition announced 08/07/26). 

Curium US Holdings LLC possible bonds. UOP: along with new equity financing, to fund the acquisition of Lantheus Holdings Inc (LNTH) for $102.50 per share in cash, plus another potential CVR of $12 per share or potential total consideration of approx $12bn. Jefferies is lead financial advisor to Curium, along with JPM and PTT PartnersClosing is expected in Q2 2027. Equity sponsor: CapVest Partners.  Biz: a leading global radiopharmaceutical company. HQ: Bedford, MA. (Acquisition announced 08/03/2026).

Solstice Advanced Materials Inc (SOL, SOLADV) $ TBD notes. (existing sr unsec Ba2/BB+/ BB+ (stable/Watch negative/Watch negative)). Via GS.

UOP: along with cash on hand, to fund the acquisition of Element Solutions Inc (ESI) for $50.10 per share in a cash and stock transaction for a total valuation of $14.5bn including the assumption of net debt. Element shareholders will own around 44% of the combined company. The transaction consists of $10.00 per share in cash and 0.500 in Solstice shares per ESI share. Solstice obtained a $4.7bn bridge facility via GS to help fund the cash portion of the transaction. Closing is expected in H1 2027.  Biz: is a global, differentiated advanced materials company and a leading global provider of refrigerants, semiconductor materials, protective fibers and healthcare packaging. HQ: Morris Plains, NJ. 

Solstice Advanced Materials Inc (SOLS, SOLADV) $ notes. Existing sr unsec ratings Ba2/BB+/BB+. UOP: fund the acquisition of Element Solutions Inc (ESI) for $50.10 per share in cash and stock, or a total valuation of $14.5bn including the assumption of net debt. 

GS has provided a $4.7bn bridge loan to backstop the cash portion of the deal. Closing is expected by Q2 2027. Biz: is a global, differentiated advanced materials company and a leading global provider of refrigerants, semiconductor materials, protective fibers and healthcare packaging. HQ: Morris Plains, NJ. (Acquisition announced 07/06/2026).

Nuvei Corp US$750m sr sec notes. UOP: along with $1.5bn sr sec term loan, to fund the acquisition of Payoneer (PAYO) for US$7.40 per share in cash or a total equity value of approx $2.75bn. BMO/RBC/Barc/UBS/WFS are providing $2.7bn committed financing for the transaction (including $200m cash flow bridge loan and $250m incremental revolver). Closing is expected mid 2027. Biz: develops electronic payment infrastructure. HQ: Montreal, QC. (Acquisition announced 06/15/26).

Dana Inc (DAN) $ TBD notes. UOP: fund the Reverse Morris Trust merger with Eaton's mobility business with an enterprise value of $5.1bn (the combined company will have an enterprise value of over $10bn). Dana will pay a $1.1bn distribution to Eaton. Eaton shareholders will own at least 50.1% and Dana shareholders will own approximately 49.9% of the combined company at closing. GS has committed to provide a $2.6bn bridge loan backstop the $1.1bn distribution and repay certain existing Dana debt. The permanent financing is expected to include term loans and sr notes. Closing is expected in Q1 of 2027. (Acquisition announced 06/11/26).

Veris Residential Inc (VRE) $2.08bn notes. UOP: repay the $2.08bn bridge loan incurred to fund the acquisition of Veris for $19.00 per share in cash ($3.4bn enterprise value) by Affinius Capital and Vista Hill Partners, which contributed $1.07bn in cash equity. GS/UBS provided the $2.08bn bridge loan. Biz: a REIT that primarily owns, operates, acquires and develops premier Class A multifamily properties in the Northeast US. HQ: Jersey City, NJ. (Acquisition announced 02/23/26. Closed 05/27/26).

Hapag-Lloyd AG (HPLGR) up to US$2.5bn notes. Existing sr unsec Ba1/BB+. UOP: along with cash on hand, to fund the acquisition of ZIM Integrated Shipping Services Ltd for US$35.00 per share in cash or approx US$4.2bn total consideration. Closing is expected by the end of 2026. Biz: leading liner shipping company. HQ: Hamburg, Germany. (Acquisition announced 02/16/26). 

++++08/10/26 update: the Israeli government meeting to review the sale of ZIM has been postponed to 09/09/26 with the majority currently expected to oppose the sale.