New Issue: athenahealth prices downsized $2.35 billion eight-year notes at par to yield 6½%

By Paul A. Harris

Portland, Ore., Jan. 27 – Minerva Merger Sub, Inc. (athenahealth) priced a downsized $2.35 billion issue of eight-year senior notes (Caa2/CCC/CCC+) at par to yield 6½% on Thursday, according to market sources.

The yield printed in the middle of yield talk in the 6½% area. Initial guidance was in the low-to-mid 6% area.

The deal was playing to a $4.5 billion order book, according to a bond trader.

That strong level of demand notwithstanding, the new Minerva Merger Sub 6½% notes got caught in a downdraft, post-break, when traded as low as 99 1/8 bid, 99 3/8 offered, then regained ground heading into the close, when they were 99¾ bid, par offered, the trader said, remarking that the moves suggest there was a certain amount of skittishness among investors.

Goldman Sachs & Co. LLC was the left bookrunner. Joint bookrunners were 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.

The bond portion of the buyout financing was downsized to $2.35 billion from $2.5 billion with the shift of $150 million of proceeds to a concurrent term loan B, upping the loan size to $5.9 billion.

Demand for the term loan was heard to exceed $12 billion, the trader said.

Proceeds from the bonds plus the 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.

Issuer:	Minerva Merger Sub, Inc.
Amount:	$2.35 billion, decreased from $2.5 billion
Issue:	Senior notes
Maturity:	Feb. 15, 2030
Left bookrunner:	Goldman Sachs & Co. LLC
Joint bookrunners:	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
Coupon:	6½%
Price:	Par
Yield:	6½%
Spread:	475 bps
First call:	Feb. 15, 2025 at 103.25
Trade date:	Jan. 27
Settlement date:	Feb. 15
Ratings:	Moody's: Caa2
	S&P: CCC
	Fitch: CCC+
Distribution:	Rule 144A and Regulation S
Price talk:	6½% area
Marketing:	Roadshow

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