Commentary & Deal Flow

+++Corrects Apex Service ticker: APEXEI (not APESER)+++

The US high yield primary market was focused on clearing its calendar as no new deals were announced this morning but two deals from the calendar priced today.

Priced today in the US high yield new issue market were Apex Escrow Issuer LLC (Apex Service Partners) $1bn 7yNC3 sr sec notes, priced 8.875% at 100 (vs price talk of 8.75% area and IPT of mid-high 8s); and HB Fuller Co US$850m (down from US$950m) 8yNC3 sr notes, priced 7.625% at 100 (vs price talk of 7.75% area and IPT of high 7s to 8). 

The European high yield new issue market was quiet today with no deals announced this morning and no deals remaining on the calendar scheduled to price this week.

With two deals (two tranches) for $1.85bn priced today, the US high yield new issue volume for the week has reached four deals (four tranches) for $3.38bn. That is already in the lower range of this week’s syndicate desk estimates, which ranged from $2bn to $8bn, skewed towards the low end of the range (call it centered around $4bn). The additional $500m deal pricing tomorrow should bring weekly volume very close to our guess of $4bn. 

At $4.18bn, October is making a slow but steady process towards the month’s syndicate desk estimates. It has already made one-third progress towards the low end of October estimates that ranged $12.5bn to $25bn (almost equally distributed in that range). Our guess was $20bn.

We are adding another possible M&A high yield debt financing deal to the forward calendar. This morning Crescent Energy Co (CRGY, CRGYFN) announced that it had reached an agreement to acquire Eagle Ford assets from Devon Energy Corp (DVN) for $4.22bn in cash ($3.85bn net of certain items). The deal will be funded with cash on hand, a $1bn public offering of common stock, which is pricing tonight, and new debt. JPM/RBC have provided a $2bn bridge to backstop the deal. (Crescent Energy Finance's existing sr unsec notes are rated B1/BB-/BB-). Closing is expected in Q4 or early 2027. Biz: oil and gas E&P. HQ: Houston, TX.

In its press release CRGY said, the deal maintains a strong balance sheet and progress toward investment grade ratings. A balanced financing structure, greater scale and strong free cash flow generation support debt reduction and continued progress toward an investment-grade credit profile.

The US high yield secondary market remained weak despite some relief in rates due to growing concern over upcoming Q3 earnings and the AI tech bubble. UST yields declined after President Trump said the US will not attack Iran before the midterm elections (10y UST yield -5bps to 5.23%). Stocks remained little changed or weaker, with AI related stocks under pressure after OpenAI reported unimpressive earnings (DJIA +52; S&P -36; NASDAQ -345). The US high yield cash market was down an 1/8 - 1/4 point, with tech names down a 1/4 - 1/2 a point on the day. 

The CDX HY46 was down almost an 1/8 of a point to 106.632.

Today’s new issues outperformed in the secondary market after pricing. Apex Service was up 1 1/2 points, while HB Fuller was up 1 1/4 points. Yesterday’s new issues were flat or weaker on the day. Distribution Solutions was down an 1/8 of a point since yesterday’s close, still up 1 3/4 points since pricing. Live Nation was unchanged since yesterday’s close. 

High yield new issues priced today:

10/08/2026 HB Fuller Co (FUL) $850m (down from $950m) 144A/Reg S sr notes due 10/15/34 (8y). NC3 (10/15/29) (MWC T+50), then at 103.813 10/15/29, 101.906 10/15/30, 100 10/15/31. Equity claw: 3y 40% at 107.625. SMR at 100 for $450m if the AMS acquisition does not close by 06/25/27 or the co-operation agreement is terminated. Ba3/B+/BB (stable/stable/stable). Via GS/JPM/Citi/MS/MUFG/USB/BofA/BMO/HSBC/PNC/WFS jt books. No reg rights. CoC at 101. Denoms 2kx1k. Pays April 15 and October 15, starting 04/15/27. Settles 10/21 (T+8). 144A CUSIP: 40410KAB1. 144A ISIN: US40410KAB17. IPT: High 7s to 8. Price talk: 7.75% area. $100m downsize shifted to the term loan. Launched: $850m at 7.625%.

Priced: 7.625% at 100. +245bp vs 4.25% due 11/15/34.

Did investor call at 10am 10/06. Books closed at 11:30am 10/08 (TLB lender call 09/30, TLB commitments were due at 12pm 10/08, recommitments due at 2pm 10/08). UOP: along with $969m term loan B and $600m (up from $500m) incremental term loan B via GS+, to fund the acquisition of Advanced Medical Solutions Group plc (AMS) for GBP2.85 per share, equity value of GBP659m ($892m) or an enterprise value of GBP715m (approx $970m), $972m to amend and extend its existing term loan B, paydown the $92m drawn on its revolver, redeem its $300m 4.00% sr notes due 02/15/27 (callable 11/15/26 at 100), and $21m for GCP. Closing is expected by the end of Q4 2026. Biz: maker of adhesives, coatings and sealants. HQ: St Paul, MN. (Acquisition announced 06/25/26).

Evercall registration: https://evercall.co/oacc/72959

10/08/2026 Apex Escrow Issuer LLC (Apex Service Partners) (APEXEI) $1bn 144A/Reg S sr sec notes due 10/15/33 (7y). NC3 (10/15/29) (MWC T+50bp), 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. B3/B- (stable/stable). Via GS/JPM/Apollo/Barc/BMO/Citi/Jeff/MS/Sant/SMBC Nikko/UBS jt books. No reg rights. CoC at 101. Denoms 2kx1k. Pays April 15 and October 15, starting 04/15/27. Settles 10/16 (T+5). 144A CUSIP: 03755GAA3. 144A ISIN: US03755GAA31. IPT: mid-high 8s. Price talk: 8.75% area.

Priced: 8.875% at 100. +368bp vs 4.50% due 11/15/33.

Did investor call at 1:15pm 10/05. Books closed at 10:30am 10/08. Proceeds will be placed in Escrow pending closing of the new credit facilities and the sponsor investment. 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. Equity Sponsors: Alpine (64%)/Apollo (29%). 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

CFR High Yield Forward Calendar

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

Integra LifeSciences Holdings Corp (IART) $500m 144A/Reg S sr sec notes due 2033 (7y). NC3 (MWC T+50bp) (50%,25%,par). Equity claw: 3y 40%. B2/B (stable/stable). Via JPM/BofA/Citi/Citizens/DNB/PNC/TSI/CapOne/GS/MS/MUFG/WFS/BMO/Hunt/Sant jt books, Synovus/Scotia as co-managers. No reg rights. Canadian sales: Alberta, BC, Ontario & Quebec. CoC at 101. Denoms 2kx1k. IPT: 9.25%-9.50%. Investor call at 10am 10/07. Pricing 10/09. (TLB lender call 10/02, loan commitments due 12pm 10/09). UOP: along with $18sm drawn on its new $500m revolver (undrawn), $150m A/R securitization (undrawn), $500m term loan A; and $600m term loan B via BofA/JPM + others, to refinance its debt capital structure (repaying its existing $707m term loan A and the $1.075bn drawn on its revolver). Biz: Integra operates as a specialized developer and manufacturer of medical devices and regenerative implants, serving complex surgical and wound care markets globally. HQ: Princeton, NJ.

DealRoadshow direct link: https://dealroadshow.finsight.com/e/IARTBOND2026. Entry code: IARTBOND2026. Available now. 

====================== [ 2026 / 2027 ] ===============

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.

Option Care Health Inc (OPCH) possible notes. UOP: fund the acquisition of Option Care Health (B2/B) by McKesson Corp (MCK) (A3/BBB+/A-) and CD&R for $32.05 per share in cash representing an enterprise value of $5.8bn. Option Care Health will remain a separate company, led by its own management. CD&R will hold a majority interest of approximately 51% in Option Care Health and McKesson will invest approximately $1.4 billion for a minority interest of approximately 49%. The  transaction also establishes a framework for McKesson’s future acquisition of CD&R’s interest in Option Care Health, subject to specified conditions and regulatory approvals. Following the closing of the transaction, McKesson intends to account for its minority interest in Option Care Health using the  equity method of accounting, recording its share of Option Care Health’s net  income or loss in Other Income, net. The parties have obtained an equity commitment letter of $2.873bn ($1.4bn from McKesson and $1.475 from CD&R) and a debt commitment letter of up to $3.15bn from BofA/Barc/GS/Jefferies/WFS, as well as up to $500m in revolving commitments to help fund the purchase price. Closing is expected in H1 2026. Biz: is the nation’s largest independent provider of home and  alternate site infusion services. HQ: Bannockburn, IL (Acquisition announced 10/06/2026).

The Boots Group possible notes. UOP: fund Wittington Investments Ltd (the investment holding company of the Weston Family) acquisition of a 50% interest (with operational control) in Boots (retail operations in the UK and Ireland, and a pharmaceutical whole business in Germany) from Sycamore Partners and the Pessina family for $8.9bn total purchase price including assumed debt. Fairfax Financial will partner with Wittington and buy a 50% equity stake for $2.3bn. CIBC and MS are providing the acquisition debt financing to Wittington. Closing is expected in Q1 2026. Biz: a pharmacy-led health and beauty retail business in the UK and Ireland, with a pharmaceutical wholesale business in Germany. HQ: London, UK. 

Crescent Energy Co (CRGY, CRGYFN) possible notes. UOP: fund the acquisition of Eagle Ford assets from Devon Energy Corp (DVN) for $4.22bn in cash ($3.85bn net of certain items). The deal will be funded with cash on hand, a $1bn public offering of common stock, which is priced 10/08/26, and new debt. JPM/RBC have provided a $2bn bridge loan to backstop the deal. (Crescent Energy Finance's existing sr unsec notes are rated B1/BB-/BB-). Closing is expected in Q4 or early 2027. Biz: oil and gas E&P. HQ: Houston, TX. In its press release CRGY said, the deal maintains a strong balance sheet and progress toward investment grade ratings. A balanced financing structure, greater scale and strong free cash flow generation support debt reduction and continued progress toward an investment-grade credit profile.