athenahealth/Minerva marketing $2.5 billion eight-year senior notes; talk low-to-mid 6% area

By Paul A. Harris

Portland, Ore., Jan. 24 – Minerva Merger Sub, Inc. plans to market $2.5 billion of eight-year senior notes (Caa2/CCC/CCC+) backing the buyout of athenahealth on a roadshow set to run through Wednesday, according to market sources.

Initial guidance is in the low-to-mid 6% area, a trader said.

The deal was set to kick off on a Monday conference call with investors.

Goldman Sachs & Co. LLC is the left bookrunner. J.P. Morgan Securities LLC, BofA Securities Inc., BMO Capital Markets Corp., Barclays, Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, KKR Capital Markets LLC, Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, MSBC, Truist Securities Inc., Jefferies LLC, Macquarie Capital (USA) Inc., Mizuho Securities USA Inc., Nomura Securities International Inc., Wells Fargo Securities LLC, BNP Paribas Securities Corp., MUFG, U.S. Bancorp Investments Inc., SMBC Nikko Securities America Inc., KeyBanc Capital Markets Inc., Fifth Third Securities Inc., Citizens Capital Markets Inc., IMI, Santander Investment Securities Inc., TD Securities (USA) LLC, Scotia Capital (USA) Inc., Stifel Nicolaus & Co. Inc. and Credit Agricole CIB are the joint bookrunners.

The notes become callable after three years at par plus 50% of the coupon.

Proceeds plus a $5.75 billion term loan, a $1 billion delayed-draw term loan, $2.36 billion of preferred equity, and approximately $6.2 billion of new common equity will be used to fund the buyout of Watertown, Mass.-based athenahealth by Bain Capital and Hellman & Friedman from Veritas Capital and Evergreen Coast Capital for $17 billion. Veritas and Evergreen will each retain a minority investment in the company.

athenahealth provides cloud-based enterprise software solutions for medical groups and health systems.

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