Commentary & Deal Flow

After announcing three deals and pricing four of them yesterday, the US high yield new issue market has turned quiet this morning with no new deals announced and only one deal from the calendar scheduled to price today. 

Pricing today in the US high yield market is Cloud Software Group Holdings Inc $2bn 7.5yNC3 sr sec notes (IPT High 9s). 

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

We are adding another potential M&A deal to the the US high yield forward calendar. This morning CVR Energy Inc (CVI) announced it will acquire two refineries (St Paul Park, MN and Mandan, ND) and the related marketing business from Marathon Petroleum Corp (MPC) and others for $4.2bn in cash. 

The deal will be funded with a combination of $2.5bn sr sec debt, (Barc/WFS/Mizuho have committed to provide $2.5bn bridge loan to backstop the permanent secured debt financing), a $500m equity commitment from its controlling shareholder Icahn Enterprises (which will be reduced on a dollar for dollar basis by the public equity offer proceeds), an $800m cvt pfd equity investment from Trafigura US Holdings Inc, a $250m draw on its ABL revolver, and $500m cash on hand. 

In connection with the new secured financing, CVR’s existing 7.500% Senior Notes due 2031 and 7.875% Senior Notes due 2034 will become secured on an equal and ratable basis with the new secured debt, and CVR’s existing $183m 5.750% Senior Notes due 2028 will be redeemed. 

Also this morning CVR Energy filed with the SEC to offer $500m common shares via Barc/Jeff, which will replace the equity commitment from IEP. IEP is also selling $250m of its CVR common stock holdings in the offering. 

Closing is expected by the end of 2026. Equity sponsor: Icahn Enterprises. Biz: a diversified holding company primarily engaged in renewables, petroleum refining and marketing, and nitrogen fertilizer manufacturing. HQ: Sugar Land, TX. (Acquisition announced 11/03/2026).

The US high yield secondary market is strengthening this morning despite a mixed move in stocks and treasuries. UST yields are elevated (10y UST yield +3bps to 4.94%), while stocks are mixed (DJIA -100; S&P +34; NASDAQ +251). The US high yield cash market is up an 1/8 of a point.

The CDX HY46 is up an 1/8 of a point to 105.958.

This week’s new issues are mixed in the secondary market this morning. AAR is extending gains, with its 5y tranche up 5/8 of a point since yesterday’s close and its 8y tranche up 1/2 a point. FTAI and SAIC are both down an 1/8 of a point each since yesterday’s close. 

CFR High Yield Forward Calendar

===================== [ 11/02/2026 Week ] ===============

Cloud Software Group Holdings Inc (TIBX) $2bn 144A/Reg S 1st lien sr sec notes due 2034 (7.5y). NC3 (MWC T+50), then at a premium declining ratably to par. Equity claw: 3y 40%. Special call: 10% per year the 1st 3 years at 103. Expect B2/B/BB. Via Citi/GS/Vista Equity Partners jt books. No reg rights. CoC at 101. Denoms 2kx1k. Settles 11/16 (T+8). Guarantors and security are the same as the existing 1st lien sr sec notes due 2033. Covenants similar to the existing 1sr lien sr sec notes due 2033, with investor-friendly changes including the addition of LME protections (J. Crew, Chewy, and Serta). IPT: high 9s. Did investor call at 12:00pm 11/02. Pricing 11/03. UOP: partially refinance its $3.837bn 9.00% 2nd lien sr sec notes due 09/30/29 (callable at 102.25). Equity sponsors: Vista Equity Partners and Elliott Investment Management LP. Biz: (Citrix and TIBCO) provides networking, digital infrastructure software and services. HQ: Fort Lauderdale, FL.

====================== [ 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).

++++10/08/2026: Brinks received the UK's Competition and Markets Authority (CMA) acceptance in principle of the proposed remedy relating to the pending acquisition of NCR Atleos. Brinks will divest NoteMachine/TestLink UK.  

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

++++07/22/26 update: India clears the acquisition of NCR Atleos.

++++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).

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).

Penske Automotive Group Inc (PAG) up to $1.8bn sr sub notes. Via JPM/BofA/WFS jt books. UOP: take private the remaining shares that PAG  and Mitsui & Co Ltd does not currently own. Motown Acquisition Corp, a group consisting of Penske Corp and Mitsui & Co Ltd will acquire the public shares outstanding at $212.00 per share in cash representing an enterprise value of $16.3bn. Pre announcement, Penske Corp already owned ~52% and Mitsui owned ~20% of PAG. At closing, Penske will own ~64% and Mitsui will own ~36%. JPM/BofA/WFS have provided a 1y sr unsec bridge loan for $1.8bn to backstop the debt financing. This bridge loan will be reduced by up to $1.8bn of additional sr sub notes and/or up to $1.1bn additional term loans. Penske Corp and Mitsui will provide up to $2.2bn in cash equity. Closing is expected in Q1 2027. Biz: an international transportation services company that operates automotive and commercial truck dealerships principally in the US, the UK, Canada, and Western Europe, and distributes commercial vehicles, diesel engines, gas engines, power systems and related parts and services principally in Australia and New Zealand. HQ: Bloomfield Hills, MI. (Acquisition announced 10/15/2026).

CCC Intelligent Solutions Holdings Inc (CCC) possible notes. UOP: fund the LBO of CCC by GTCR and Elliot Investment Management LLP for $7.75 per share in cash ($4.6bn equity value $6.1bn enterprise value). The deal will be funded with cash equity, pfd equity and new debt. JPM/Citi have committed to provide the debt financing. Closing is expected in Q1 2027. Biz: a leading SaaS and AI platform powering the multi-trillion-dollar insurance and repair economy. HQ: Chicago, IL. (Acquisition announced 10/15/2026).

Silgan Metal Containers and Closures possible notes. UOP: $4.9bn of new debt will be raised to fund the acquisition of Trivium Packaging BV by Silgan Holding Inc (SLGN) and American Industrial Partners (AIP) from Ontario Teachers Pension Plan (58%) and Ardagh Packaging (42%) in a cash transaction that values Trivium at a $3.4bn enterprise value ($3.2bn cash purchase price). Silgan will combine its metal Containers segment and Food and Beverage Flat Cap Closures businesses ($3.8bn enterprise value) with Trivium, a global supplier of infinitely-recyclable metal packaging for the world’s leading brands. Silgan will receive $2.3bn in cash, which it will use to repay debt. Silgan will also rollover $1.5bn in equity. Silgan will own a 60% controlling interest in Silgan MCC and AIP will own the other 40% and contribute $1bn in cash equity to support the acquisition and fund future growth. Silgan has obtained fully-committed debt financing from a consortium of banks (WFS/GS/RBC/DB/BofA) to backstop the debt financing. Closing is expected in mid 2027. Biz: Silgan Holdings is a supplier of metal packaging in the form of cans and aerosol containers, serving a broad range of end-use categories, including food, seafood, pet food and nutrition, as well as beauty and personal care. HQ: Norwalk, CT.

QIAGEN NV (QGEN) EUR/US$ notes. UOP: fund the LBO of QIAGEN by a consortium lead by EQT along with Luxiva SA (a sub of Abu Dhabi Investment Authority (ADIA), and OPP Investment Board Europe Inc for EUR46.50 per share in cash or an enterprise value of EUR10.8bn (approx $12.1bn), including EUR1.1bn of net debt. MS/Jeff/DB/SMBC/CA/UniCredit have committed to provide around EUR5bn of debt financing for the deal. Closing is expected by mid 2027. Biz: a global leader in Sample to Insight solutions that enable customers to extract and analyze molecular information from biological samples containing the building blocks of life. HQ: Venlo, Netherlands. (Acquisition announced 10/22/2026).

CVR Energy Inc (CVI) announced it will acquire two refineries (St Paul Park, MN and Mandan, ND) and the related marketing business from Marathon Petroleum Corp (MPC) and others for $4.2bn in cash. The deal will be funded with a combination of $2.5bn sr sec debt, (Barc/WFS/Mizuho have committed to provide $2.5bn bridge loan to backstop the permanent secured debt financing), a $500m equity commitment from its controlling shareholder Icahn Enterprises (which will be reduced on a dollar for dollar basis by the public equity offer proceeds), an $800m cvt pfd equity investment from Trafigura US Holdings Inc, a $250m draw on its ABL revolver, and $500m cash on hand. In connection with the new secured financing, CVR’s existing 7.500% Senior Notes due 2031 and 7.875% Senior Notes due 2034 will become secured on an equal and ratable basis with the new secured debt, and CVR’s existing $183m 5.750% Senior Notes due 2028 will be redeemed. On 11/03/26 CVR Energy filed with the SEC to offer $500m common shares via Barc/Jeff, which will replace the equity commitment from IEP. IEP is also selling $250m of its CVR holdings in the offering. Closing is expected by the end of 2026. Equity sponsor: Icahn Enterprises. Biz: a diversified holding company primarily engaged in renewables, petroleum refining and marketing, and nitrogen fertilizer manufacturing. HQ: Sugar Land, TX. (Acquisition announced 11/03/2026).