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Blackstone's Emdeon LBO seeks to clear debt financing

by Lisa Ward  |  Published October 14, 2011 at 2:20 PM
The final piece of the financing package backing Blackstone Group LP's $3 billion leveraged buyout of healthcare IT provider Emdeon Inc. was set to price early Friday in what's expected to be a relatively smooth execution amid tightening debt markets.

The financing has been facilitated in part by affiliates of Goldman Sachs Group Inc. buying half of the package's $750 million, eight-year senior unsecured notes at 11.25%, providing a price point for the rest of the package. The facilities include a $1.224 billion term loan and a $125 million revolver.

"They essentially pre-sold half the bond piece and set a marker on pricing," said Richard Farley, a partner at Paul Hastings LLP.

Emdeon, providing revenue and payment cycle management services that connect payors, providers and patients, is set to price the other $375 million in the 11% to 11.25% range, two sources said.

Emdeon was among the largest leveraged buyouts completed before the debt markets tightened in recent weeks, leading to an arduous passage for similar chunky LBO deals such as those for healthcare IT company Kinetic Concepts Inc. and education software provider Blackboard Inc.

Blackstone agreed to buy Emdeon in August for $19 a share, investing about $870 million of equity in the acquisition. Hellman & Friedman LLC is rolling over $330 million in equity. The sponsors secured committed financing from Bank of America Merrill Lynch, Barclays Capital, Citigroup Inc., Goldman Sachs and SunTrust Robinson Humphrey Inc.

Goldman purchased $375 million of mezzanine debt on Oct. 4, before the underwriters began marketing the term loan or bonds to investors, according to filings with the Securities and Exchange Commission. The 11.25% senior unsecured notes are due 2020.

The move, one source said, was a "risk-mitigating trade" that set a benchmark and helped the underwriters execute the rest of the financing. The banks officially launched the financing Oct. 6, but by then roughly 75% of the term loan had been filled through a combination of existing investors and early marketing, Standard & Poor's Leveraged Commentary and Data reported. The term loan is priced at LIBOR plus 550 basis points with a 1.25% LIBOR floor and a 97 offer price, a source said. The loan included a soft call premium. The underwriters did make one concession to buyers. They agreed to forgo a "step down" on the revolver, meaning that the interest rate will stay the same even if the company deleverages its balance sheet.

By contrast, Kinetic Concepts' debt package has undergone numerous changes and has yet to clear the market. Blackboard's financing ultimately came through at a higher price. Blackboard's term loan cleared the market at LIBOR plus 600 basis points, with a 1.5% LIBOR floor, a 92 original issue discount and a yield of roughly 9.42%.

These transactions are having to restructure and shift tactics to make the debt more palatable for investors, a second source said.

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Tags: Blackstone Group | debt markets | Emdeon Inc. | Goldman Sachs | mezzanine loan | private equity | technology

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