Commentary & Deal Flow

As expected, the US high yield primary market is off to a slow start with only two new deals announced this morning for pricing later this week. There are no deals on the calendar scheduled to price today. 

Announced this morning in the US high yield primary market were Eclipse Acquisitions Merger Sub Inc (Distribution Solutions Group Inc) $700m 5.25yNC2.25 sr notes (IPT 10.50% area), pricing Thursday; and Apex Escrow Issuer LLC (Apex Service Partners) $1bn 7yNC3 sr sec notes (IPT mid-high 8s), pricing late this week. 

The European high yield market was very quiet this morning with no new deals announced or currently on the calendar for this week. The market will likely need to stabilize or even improve before new issues return to the market. But we think there might be some stability this week allowing a few well known or already premarketed credits to tap that window.

The US high yield secondary market is mixed this morning, leaning a touch weaker. UST yields are rising again (10y UST yield  +5bps to 5.32%), while stocks are mixed (DJIA -91; S&P +30; NASDAQ +206). 

The CDX HY46 is trading flat at 106.488. 

Last Friday’s new issue McGraw Hill is extending gains this morning, trading 3/8 of a point higher since Friday’s close, overall up 1 3/8 of a point since pricing.

CFR High Yield Forward Calendar

===================== [ 10/05/2026 Week ] ===============

Eclipse Acquisitions Merger Sub Inc (Distribution Solutions Group Inc) (DSGR) $700m 144A/Reg S sr notes due 2032 (5.25y). NC2.25. B2/B- (stable/stable). Via JPM/BofA/TD/USB/WFS/Cap One/CIBC/Regions jt books, FHN/Wedbush/Huntington/BOK as co-managers. No reg rights. SMR at 100 if the acquisition has not closed by 12/31/26. Denoms 2kx1k. IPT: 10.50% area. Investor call at 11:30am 10/05. Pricing 10/08. UOP: fund the remaing share purchase of the minority interest in Distribution Solutions Group Inc by DSGR's majority shareholder LKCM Headwater Investments LLC (the private investment arm of Luther King Capital Management) for $35 per share ($358m total equity value), repay a portion of amounts outstanding under the Credit Agreement ($50m drawn on its revolver and $195m of the $$683m term loan A) and $211m for GCP, including to finance future acquisitions, including the Potential Acquisitions (a distribution company serving the MRO market for an expected purchase of $145m). LKCM will contribute $140m in cash equity. Biz: Global specialty distribution company providing high-touch, value-added distribution solutions to the Maintenance, Repair and Operations (MRO), Original Equipment Manufacturer (OEM) and Industrial Technologies markets. HQ: Fort Worth, TX. (Share acquisition announced 07/15/26).

DealRoadshow direct link: https://dealroadshow.finsight.com/e/DSGHY2026. Entry code: DSGHY2026. Available now

OM link: https://verisend.com/explore

Apex Escrow Issuer LLC (Apex Service Partners) $1bn 144A/Reg S sr sec notes (7y). NC3 (MWC T+50bp). Equity claw: 3y 40%. Special call: 10% per year the 1st 3 years at 103. B3/B- (stable/stable). Via GS/JPM/Barc/BMO/Citi/Jeff/MS/Sant/SMBC Nikko/UBS jt books. No reg rights. CoC at 101. Denoms 2kx1k. IPT: mid-high 8s. Investor call at 1:15pm 10/05. Pricing late this week (loan commitments due 12pm 10/08). Proceeds will be placed in Escrow pending closing of the new credit facilities and the sponsor investment. Equity sponsors: Alpine (64%)/Apollo (29%). UOP: along with a new $2.9bn credit facility ($600m undrawn revolver, $2bn sr sec term loan, $300m sr sec delayed-draw term loan) and $1.4bn equity sponsor investments, to fund the Refinancing Transactions (repay $70m revolver, $2.018bn term loan, $1.484bn delayed draw term loan, $432m distribution to finance repayment of PIK credit facility, $120m equity repurchase payment of minority shareholders), and $236m cash to the the B/S. Biz: one of the largest premier providers of essential residential HVAC, plumbing, and electrical services in the US. HQ: Tampa, FL and Irving, TX.

Roadshow link: https://www.netroadshow.com/events/login/1PeTHmojCJH2Ji8q3AmFqgk6sI74Jxhcfq92Z 

====================== [ 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.

Integra Lifesciences Holding Corp (IART) $500m sr sec notes. B2/B (stable/stable). Oct biz (TLB lender call 10/02). UOP: along with $500m revolver (undrawn), $150m A/R securitization (undrawn), $500m term loan A; and $600m term loan B via BofA/JPM + others, to refinance its capital structure, including repaying an existing term loan and revolver. Biz:.a global medical products and technology company with expertise in neurosurgical devices and tissue reconstruction. HQ: Princeton, NJ. 

====================== [ 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.