Commentary & Deal Flow

While the US high yield new issue market remained slow in terms of number of deals, it was a big day for the market with the jumbo Paramount deal priced. Also one deal was announced and priced today. 

Announced this morning and priced this afternoon in the US high yield new issue market was NCL Corporation Ltd $950m (up from $750m) 5yNC2 sr notes, priced 8.75% at 100 (vs price talk of 8.75%-9.00% and IPT of 9.25% area), accelerated from pricing tomorrow. 

Also priced today was the dual-currency deal for Paramount Skydance Corporation (PSKY) $12.4bn equiv (US$11.4bn/EUR885m) 144A/Reg S sr sec 2nd lien notes 4-part (B1/BB/BB) via BofA (B&D) left lead + others, consisting of three US$11.4bn tranches - US$6bn 5yNC2, priced 8.25% at 100 (vs price talk of 8.375% area and IPT of low-mid 8s), US$4bn 8yNC3, priced 8.875% at 100 (vs price talk of 8.875% area and IPT of high 8s), and US$1.4bn 10yNC5, priced 9.125% at 100 (vs price talk of 9.125% area and IPT of low 9s); and one EUR tranche - EUR885m 5yNC2, priced 7.00% at 100 (vs launched at 7.00%-7.125% WPIR, price talk of 7.125%-7.375% and whisper of 100bp inside US$ 5y tranche). The EUR 8yNC3 tranche (whisper 100bp inside US$ 8y tranche) was dropped. 

Within a week, Paramount has beaten SoftBank’s $11.138bn to become the second largest high yield bond deal across currencies. It has also taken the spot for the largest high yield bond deal in the USD market, beating Numericable/Altice $10.675bn.  

Top Ten Largest High Yield Bond Deals - All Currencies US$ Equivalent (excludes EM deals)

  1. 04/23/14 Numericable/Altice $16.65bn equivalent - $10.675bn and EUR4.325bn ($5.976bn).

  2. 09/30/2026 Paramount Skydance Corporation $12.4bn equivalent - $11.4bn and EUR885m ($1bn).

  3. 09/23/26 SoftBank Group Corp $11.138bn equivalent - $10bn and EUR1bn ($1.138bn).

  4. 03/13/15 Valeant Pharmaceuticals Intl $10.075b - $8.5bn and EUR1.5bn.

  5. 10/24/17 Wind Tree SpA $8.62bn - $2bn and EUR5.625bn.

  6. 04/17/20 Ford Motor Co $8bn.

  7. 10/24/07 TXU/Energy Future Holdings/TCEH $7.5bn

  8. 09/30/21 Mozart Debt Merger Sub Inc (Medline Borrower LP) $7.00bn 

  9. 11/21/19 Centene Corp $7bn.

  10. 03/24/25 Electronic Arts Inc (Oak-Eagle AcquireCo Inc) US$6.625bn (US$2.875bn sr sec, US$2.50bn sr unsecEUR1.080bn (US$1.25bn equivalent)).

Top Ten Largest High Yield Bond Deals - US$ Only (excludes EM deals)

  1. 09/30/2026 Paramount Skydance Corporation $11.4bn (also EUR885m)

  2. 04/23/14 Numericable/Altice $10.675bn (also EUR4.325bn)

  3.  09/23/26 SoftBank Group Corp $10bn (also EUR1bn)

  4. 03/13/15 Valeant Pharmaceuticals Intl $8.5bn (also EUR1.5bn).

  5. 04/17/20 Ford Motor Co $8bn.

  6. 10/24/07 TXU/Energy Future Holdings/TCEH $7.5bn

  7. 09/30/21 Mozart Debt Merger Sub Inc (Medline Borrower LP) $7.00bn 

  7.11/21/19 Centene Corp $7bn.

  8. 03/10/21 American Airlines Inc/AAdvantage Loyalty IP Ltd $6.5bn.

  8. 09/04/13 Sprint $6.5bn.

  9. 03/14/07 Freeport-McMoRan $6bn.

  10. 11/16/06 Freescale $5.95bn.

Besides the dual-currency Paramount, the European high yield market was quiet today with no new deals announced or priced today. However, IPT was announced for one deal that was added to the calendar last week -  IS Iris Lux Bidco Sarl (InPost SA) EUR400m minimum 7yNC3 sr sec notes (IPT 6%-6.25%), books close tomorrow. 

With two deals (four tranches) for $12.35bn priced today, the US high yield new issue weekly deal flow has reached three deals (five tranches) for $12.75bn. Even with the $500m McGraw Hill still on the calendar for this week, the weekly volume is much lower than the bottom end of this week’s syndicate desk estimates that ranged $15bn-$20bn (mostly centered around the $15bn-$18bn range). Our guess was $16bn.

Heading into September,  the US high yield new issue market was expected to have a quiet start but ramp back up after the first week. There was a backlog of hefty data center deals and the M&A activity was also picking up. Besides, several issuers were looking to refinance debt. The final volume was expected to remain market dependent, especially for Data Center deals, but it was still expected to be much busier than the previous two months ($12.075bn in August and $18.032bn in July). 

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

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

Ultimately, September bounced back from July and August lows, pricing more than both their volumes combined. $51.256bn priced this month, making it the largest month of the year by volume, sixth biggest month ever, and the second largest September of all time. The average September volume since the end of the credit crisis in 2010 also jumped up to $33.568bn. While the deal flow for the month was nothing extraordinary (only 31 deals priced), two record setting deals - $11.4bn PSKY (now the largest in US$ only) & $10bn SoftBank (third largest USD only and USD/EUR) - helped boost the monthly volume. 

The September final global volume is USD67.381bn (USD51.256bn and non-US$ USD16.125bn equivalent).

Historically, since the end of the Credit Crisis in 2010, October has been more of an up-and-down month, though it has tended to lean slightly to the downside. On the all-months average top ten table, it ranks near the bottom in ninth place, with an average volume of $20.169bn. The largest October came in 2012 at $41.302bn, though that is still not big enough to place it in the all-months top ten table. The smallest October was in 2022, when volume totaled just $3.715bn. Last October was $17.818bn.

The US high yield secondary market was a little stronger after this morning’s lower than expected Core PCE numbers (YoY 3.0% vs 3.3% estimated; MoM 0.2% vs 0.3% estimated) but fell weaker later in the day. UST yields were elevated (10y UST yield +5bps to 5.29%), while stocks were mixed (DJIA -444; S&P -19; NASDAQ +64). The US high yield cash market was up an 1/8 of a point in the afternoon but fell weaker following weakness in rates, closing down an 1/8 of a point. 

The CDX HY46 was down 3/16 of a point to 106.627.

Today’s jumbo deal Paramount underperformed in the secondary market after pricing. In very volatile trading they quickly headed lower with its 10y tranche down 2 1/4 points, 8y tranche down 1 3/4 points, and 5y tranche down 1 3/8 points. However, NCL Corp was up 5/8 of a point in the secondary market after pricing today. Yesterday’s new issue PRA was down a 1/4 point since yesterday’s close, overall down 1/2 a point since pricing. 

High yield new issue priced today:

09/30/2026 Paramount Skydance Corporation (PSKY equity and bond) (Paramount Global bond ticker remains PARA) $12.4bn equiv ($11.4bn/EUR885m) 144A/Reg S sr sec 2L notes 4-part (originally 5-part). B1/BB/BB (stable/stable/stable). Via BofA (B&D)/Citi/Apollo jt global coords, DB/WFS/Barc/BNP/GS/Miz/MS/TD jt books, SMBC/TSI/RBC/NWM as sr co-managers, Citizens/PNC/ICBC as co-managers. New York law. No reg rights. CoC at 101, if there is a downgrade by 2 out of 3 rating agencies, unless the 2L notes are IG rated by at least 2 out of 3 rating agencies. Pays April 15 and October 15, starting 04/15/27. Settles 10/05 (T+3).

    - $6bn sr sec 2L notes due 10/15/31 (5y). NC2 (10/15/28) (MWC T+50), then at 104.125 10/15/28, 102.063 10/15/29, 100 10/15/30. Equity claw: 2y 40% at 108.25. Special call: 10% per year the 1st 2 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAN5. 144A ISIN: US69932AAN54. IPT: Low-mid 8s. Price talk: 8.375% area. Launched: $6bn at 8.25%. Priced: 8.25% at 100. +318bp vs 5% due 09/30/31.

    - $4bn sr sec 2L notes due 10/15/34 (8y). NC3 (10/15/29) (MWC T+50), then at 104.438 10/15/29, 102.219 10/15/30, 100 10/15/31. Equity claw: 3y 40% at 108.875. Special call: 10% per year the 1st 3 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAP0. 144A ISIN: US69932AAP03. IPT: High 8s. Price talk: 8.875% area. Launched: $4bn at 8.875%. Priced: 8.875% at 100. +366bp vs 3.875% due 08/15/34.

    - $1.4bn sr sec 2L notes due 10/15/36 (10y). NC5 (10/15/31) (MWC T+50), then at 104.563 10/15/31, 102.281 10/15/32, 100 10/15/33. Equity claw: 3y 40% at 109.125. Special call: 10% per year the 1st 3 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Denoms: 2kx1k. 144A CUSIP: 69932AAQ8. 144A ISIN: US69932AAQ85. IPT: Low 9s. Price talk: 9.125% area. Launched: $1.4bn at 9.125%. Priced: 9.125% at 100. +385bp vs 4.625% due 08/15/36.

    - EUR885m sr sec 2L notes due 10/15/31 (5y). NC2 (10/15/28) (MWC T+50), then at 103.5 10/15/28, 101.75 10/15/29, 100 10/15/30. Equity claw: 2y 40% at 107. Special call: 10% per year the 1st 2 years at 103. SMR at 101 if the deal has not closed by 06/11/27. Listed on TISE. Denoms: 100kx1k. 144A ISIN: XS3445898953. Whisper: 100bp inside US$ 5y tranche. Price talk: 7.125%-7.375%. Launched: E885m at 7%-7.125% WPIR. Priced: 7% at 100. +368bp vs 0% due 08/15/31.

Dropped: EUR sr sec 2nd lien notes due 2034 (8y). NC3 (MWC T+50bp) (50%, 25%, par). Equity claw: 3y 40%. Special call: 10% per year the first 3 years at 103. No reg rights. CoC at 101, if there is a downgrade by 2 out of 3 rating agencies, unless the 2nd lien notes are IG rated by at least 2 out of 3 rating agencies. SMR at 101 if the deal has not closed on or prior to 11-June-2027. Listed on TISE. Denoms: 100kx1k. Whisper: 100bp inside US$ 8y tranche. This tranche has been eliminated.

Also Investment Grade tranches - Paramount Skydance Corp (PSKY) (Ba1/BBB-/BBB-) US$30bn (down from $32bn) 144A/Reg S 8-part sr secured 1st lien notes. GUIDANCE: 2y T+145#, 3y T+160#, 5y T+200#, 7y T+237.5#, 10y T+262.5#, 20y T+300#, 30y T+315#, 40y T+330#.

LAUNCHED: $30bn, consisting of $3.5bn 2y at T+145; $3.5bn 3y at T+160; $6.5bn 5y at T+200; $5.25bn 7y at T+237.5; $5.25bn 10y at T+262.5; $1.25bn 20y at T+300; $3.5bn 30y at T+315; $1.25bn 40y at T+330.

Priced: $30bn 8-part consisting of:

$3.5bn 6.30% 10/5/28 99.924 6.341% T+145. MW+25.

$3.5bn 6.55% 10/5/29 99.871 6.598% T+160. MW+25.

$6.5bn 7.05% 10/15/31 99.838 7.088% T+200. MW+30.

$5.25bn 7.55% 10/15/33 99.883 7.571% T+237.5. MW+40.

$5.25bn 7.90% 10/15/36 99.886 7.916% T+262.5. MW+40.

$1.25bn 8.65% 10/15/46 99.571 8.695% T+300. MW+45.

$3.5bn 8.75% 10/15/56 99.605 8.787% T+315. MW+50.

$1.25bn 8.90% 10/15/66 99.593 8.937% T+330. MW+50.

Did investor call at 10:30am 09/28. Q&A calls were at 12pm 09/28 and 1pm 09/28. Books closed at 4:45pm UKT (from 3pm UKT) / 11:45am NYT (from 10am NYT) 09/30. UOP: along with $30bn (down from $32bn, $2bn shifted to the term loan B) of sr sec 1st lien IG-rated notes (Ba1/BBB-/BBB-) USD only tranches of 2-, 3-, 5-, 7-, 10-, 20-, 30- and 40-year (all NCL) (which mandated investor calls this 09/28 morning via BofA/Citi, and will price 09/30), $9.5bn (up from $7.50bn) equivalent (US$8.5bn (up from US$6.5bn)/EUR850m US$1bn equivalent) sr sec 1st lien term loan B, and $5bn sr sec 1st lien term loan A ($25bn 3y and 2.5bn 5y), which has already been raised, and $2.3bn cash on hand, to fund the acquisition of Warner Bros Discovery Inc (WBD) for $31.00 per share in cash or $81bn total equity ($110bn enterprise value), repay PSKY $1.8bn revolver, repay existing $14.7bn WBD term loans, fund the $2.4bn cash tender offer for existing WBD notes, and repay WBD $3.9bn A/R securitization facility. 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 2L sr sec notes will also be issued in the exchange offer for a portion of the existing Warner Bros Discovery debt. The debt financing also includes $14.6bn rolled PSKY global unsecured note, $2.6bn rolled WBD unsecured notes and $700m rolled financing leases. The previous plan to spin off WBD's Global network business that was announced 06/09/2025 was canceled. Biz: The combination between Paramount, a global media and entertainment company, with Warner Bros. Discovery, will create a substantial and diversified media leader with best-in-class film and television studios, streaming and linear platforms and an exceptional intellectual property portfolio. HQ: New York, NY. (Acquisition offer was accepted 02/26/2026).

Net Roadshow GIC Link: https://www.netroadshow.com/events/login/1PeTHmohCh3Bsvq2oS64mIKJqyCauLGDqpHpI. Entry code: 575726.

Slides Only: www.netroadshow.com. Entry code: WARRIOR26.

Q&A Call #1 Link (Monday, 28 September at 5:00 PM UKT / 12:00 PM ET): https://www.netroadshow.com/events/login/1PeTHmojAK8H9LengdkuSo44pbQqZfHnv2I3E

Q&A Call #2 Link: (Monday, 28 September at 6:00 PM UKT / 1:00 PM ET): https://www.netroadshow.com/events/login/1PeTHmoj9vryxdYcaLNxQrbAu2suOEBaP9gSv

     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(US5bn/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 (12.1bnandEUR0.6bnfinalresults)andthetenderoffers(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. 09/21/26 update: Paramount and a group of 12 US states (CA, AZ, CO, CT, MA, MN, NV, NM, NY, OR and WA) reached a settlement the lawsuit brought in July, and The Writers Guild of America also reached a settlement with Paramount. This eliminated the last significant barriers to the merger. In an internal memo to PSKY staff David Ellison said, With both groups' (state AGs and WGA) concerns now addressed, we have complete clearance for this merger and can move toward closing. We are tentatively planning to close in approximately two weeks." 09/22/26 update: the judge sets the meeting to discuss the motion to vacate for 09/24. 09/23/26 update: term loan lender call set for 10:30am 09/24 via Citi. Commitments due 09/30. 09/30/26 update: the California judge approved the settlement ending the lawsuit and clearing the way for the acquisition to proceed.

09/30/2026 NCL Corporation Ltd (NCLH) $950m (up from $750m) 144A/Reg S sr notes due 10/15/31 (5y). NC2 (10/15/28) (MWC T+50bp), then at 104.375 10/15/28, 102.188 10/15/29, 100 10/15/30. Equity claw: 2y 40% at 108.75. B3/B+ (stable/stable). Via JPM/BofA/WFS jt glocos/Barc/BNP/Citi/Citizens/CA/GS/Miz/TSI/MS/Nordea/ Commerz/BBVA/DNB/SEB jt books. No reg rights. CoC (dual trigger with ratings downgrade) at 101. Denoms 2kx1k. Canadian sales: Alberta, BC, Ontario & Quebec. Pays April 15 and October 15, starting 04/15/27. Settles 10/15 (T+10). 144A CUSIP: 62886HCA7. 144A ISIN: US62886HCA77. IPT: 9.25% area. Price talk: 8.75%-9.00%. $200m upsize to further pay down revolver. Launched: $950m at 8.75%.

Priced: 8.75% at 100. +367bp vs 5% due 09/30/31.

Did investor call at 10:30am 09/30. Books closed at 2pm 09/30. Originally pricing 10/01. UOP: along with cash on hand, to fully redeem the NCL Finance Ltd $525m 6.125% sr notes due 03/15/28 (MWC T+50bp), repay $376.3m (up from $176.3m) of the $1.28bn drawn under the existing revolving credit facility, and repay $42.2m of its $7.019 deferred debt related to ECA facilities (export-credit backed financing facilites) ($200m upsize to further pay down revolver). Biz: Leading global cruise company (a sub of Norwegian Cuise Line Holdings Ltd) which operates the Norwegian Cruise Line, Oceania Cruises and Regent Seven Seas Cruises brands. HQ: Miami, FL.

Deal Roadshow direct link: https://dealroadshow.finsight.com/e/NCL2026. Entry code: NCL2026.

OM: https://verisend.com/explore 

CFR High Yield Forward Calendar

===================== [ 09/28/2026 Week ] ===============

IS Iris Lux BidCo S.à r.l. (InPost) (INPST) EUR400m min. 144A/Reg S sr sec notes due 2033 (7y). NC3 (MWC T+50bp) (50%,25%,par). Equity claw: 3y 40%. Listing call: 1st 3 years at 102 in whole or in part with the net cash proceeds of any listing. Special call: 15% per year the first 3 years at 103 (subject to the ability to carry-forward and carry-back unused amounts). Ba3/BB (stable/stable). Via MS (B&D)/JPM jt physical books/Barc/BNP/Citi/DB/GS/ING/Mizuho/NatWest/NH Investment & Securities/RBC/Santander/UniCredit jt books. No reg rights. List ISE. NY law. CoC at 101. Denoms: 100kx1k. IPT: 6%-6.25%. Did investor call at 11:30 UKT 09/23 (also fixed income investor meetings 09/23-28). Books close at 5pm UKT 10/01. UOP: Alongside a pre-placed EUR1,135m-equivalent PLN TLB, EUR1.5bn term loan B, to finance the acquisition of InPost by Advent Intl (37%), FedEx (37%), A&R Investments (16%) and PPF Group 10%) at EUR15.60 per share (EUR7.8bn total cash), to fund EUR510m cash to balance sheet, tender all or a portion of the EUR850m existing 4.00% sr notes due 04/01/31 via priority tender, and pay transaction fees and expenses. Also EUR908m of rollover leases. Equity sponsors Advent Intl, FedEx, A&R Investments will contribute $5.918bn in equity. Biz: Europe's leading e-commerce logistics enabler, providing a Pan-European, tech-enabled logistics platform that specializes in parcel delivery through a network of out-of-home points, including pick-up and drop-off locations and automated parcel machines, as well as to-door services. HQ: Luxembourg. (Acquisition announced 09-Feb-2026).

Netroadshow direct link; www.netroadshow.com/events/login/1PeTHmoj7vZKXqkIfMaTdCuzQ4fJ2iGrvmPDs. NetRoadshow & OM Link: www.netroadshow.com/nrs/home/#!/?show=2df5ecfb.

McGraw-Hill Education Inc (MH, MHED) $500m 144A/Reg S sr sec notes due 2033 (7y). NC3 (MWC T+50bp) (50%,25%,par). Equity claw: 3y 40%. Special call: 10% per year at 103 during the non-call period. (Existing Ba3)/BB (--/stable). Via BofA/BMO/BNP/DB/GS/HSBC/MS/PNC/UBS/USB jt books. No reg rights. CoC at 101. Denoms 2kx1k. IPT: Mid/high 7s. Roadshow week of 09/28 (investor call at 2pm 09/28). Pricing 10/02. UOP: along with concurrent $830m sr sec term loan B, to redeem its $828.5m 5.75% sr sec notes due 08/01/28 (callable at 100) and repay the existing $498mTerm Loan B due 2031. Equity sponsor: Platinum Equity. Biz: A leading global provider of education solutions for K-12, higher education and professional learning markets. HQ: Columbus, OH.

Netroadshow direct link: https://www.netroadshow.com/events/login/1PeTHmohCEmbU0oL6IoxkioOpwTQYplhuLpuT. Entry code: MH26. 

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

HB Fuller Co (FUL) US$950m sr notes. Existing sr unsec Ba3/-- (stable/--). Oct biz (TLB lender call 09/30, TLB commitments due 12pm 10/08). UOP: along with $969m term loan B and $500m incremental term loan B via GS+, to 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), paydown revolver, and cash on hand. 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.

++++09/29/26 update: term loan B launches.

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

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

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).

++++09/11/2026 update: The UK Competition and Markets Authority initiated its first-phase inquiry into the acquisition.

++++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).

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.

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). 

++++09/09/2026 update: Dream Finders announces that it is soliciting consents from Beazer Homes bondholders to amend the indenture to eliminate the CoC provision for this acquisition.

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.  (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.