By Andrea Heisinger
New York, Feb. 6 - Aristotle Holding, Inc. priced $3.5 billion of bonds (Baa3/BBB+/BBB) in three tranches late on Monday, a source who worked on the trade said.
The $1 billion of 2.1% three-year notes priced at 99.508 to yield 2.27% with a spread of Treasuries plus 195 basis points. There is a make-whole call at Treasuries plus 30 bps.
There was also a $1.5 billion tranche of 2.65% five-year paper sold at 99.025 to yield 2.86% with a spread of 210 bps over Treasuries. The notes have a make-whole call at Treasuries plus 35 bps.
Finally, there was $1 billion of 3.9% 10-year notes priced at 97.847 to yield 4.165% with a spread of Treasuries plus 225 bps. These notes have a make-whole call at 40 bps over Treasuries.
The deal was done under Rule 144A and Regulation S.
There is a change-of-control put at 101% if the merger isn't consummated, the source said.
Bookrunners were Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and RBS Securities Inc.
Proceeds will be used to pay a portion of the cash consideration payable to stockholders of Medco Health Solutions, Inc. in connection with a previously announced merger where Express Scripts, Inc. and Medco became subsidiaries of Aristotle. The money raised may also be used to repay debt in connection with the merger along with related fees and expenses.
The new notes are guaranteed by Express Scripts and certain of their domestic subsidiaries, certain Aristotle subsidiaries including Medco and its subsidiaries following the merger.
Aristotle last priced a $4.1 billion deal of notes in four tranches on Nov. 14, 2011. The 2.75% three-year paper from that offering sold at 240 bps over Treasuries while a 3.5% tranche of five-year notes priced at 260 bps. The 4.75% 10-year tranche from the previous sale sold at 280 bps over Treasuries.
The prescription benefit company is based in St. Louis.
| Issuer: | Aristotle Holding, Inc.
|
| Guarantors: | Express Scripts and domestic subsidiaries, certain Aristotle subsidiaries
|
| Issue: | Senior notes
|
| Amount: | $3.5 billion
|
| Bookrunners: | Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., RBS Securities Inc.
|
| Distribution: | Rule 144A and Regulation S
|
| Change-of-control put: | At 101% if merger doesn't go through
|
| Trade date: | Feb. 6
|
| Settlement date: | Feb. 9
|
| Ratings: | Moody's: Baa3
|
| Standard & Poor's: BBB+
|
| Fitch: BBB
|
|
|
| Three-year notes
|
| Amount: | $1 billion
|
| Maturity: | Feb. 12, 2015
|
| Coupon: | 2.1%
|
| Price: | 99.508
|
| Yield: | 2.27%
|
| Spread: | Treasuries plus 195 bps
|
| Call: | Make-whole at Treasuries plus 35 bps
|
|
|
| Five-year notes
|
| Amount: | $1.5 billion
|
| Maturity: | Feb. 15, 2017
|
| Coupon: | 2.65%
|
| Price: | 99.025
|
| Yield: | 2.86%
|
| Spread: | Treasuries plus 210 bps
|
| Call: | Make-whole at Treasuries plus 35 bps
|
|
|
| 10-year notes
|
| Amount: | $1 billion
|
| Maturity: | Feb. 15, 2022
|
| Coupon: | 3.9%
|
| Price: | 97.847
|
| Yield: | 4.165%
|
| Spread: | Treasuries plus 225 bps
|
| Call: | Make-whole at Treasuries plus 40 bps
|
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