Heartland Dental, LLC’s $310 Million Senior Notes Offering


Shearman & Sterling advised Jefferies LLC, KKR Capital Markets LLC, TD Securities (USA) LLC, BMO Capital Markets Corp. and Macquarie Capital (USA) Inc., as joint book-running managers, in connection with the inaugural Rule 144A/Regulation S offering by Hadrian Merger Sub Inc., which ultimately merged with and into Heartland Dental, LLC (the “Company”), and Heartland Dental Finance Corporation of $310 million aggregate principal amount of 8.5% senior notes due 2026.

The net proceeds from the offering, together with the borrowings under the Company’s new credit facilities and cash on hand, were used to fund Kohlberg Kravis Roberts & Co L.P.’s acquisition of a majority interest in the Company, to retire certain existing indebtedness of the Company and to pay related fees and expenses.

The Company is the largest dental support organization in the United States, providing a range of management, administrative and financial services to its supported dental offices.

Shearman & Sterling advised with a team including Kyungwon (Won) Lee (Picture), Merritt Johnson, Ana Aur, Minkyu Park, Zahrah Z. Devji, Joshua Thompson, Laurence Crouch, Doreen Lilienfeld, Akofa Tsiagbe, Emalie Sundale and Ibrahim Bakhurji.

Involved fees earner: Kyungwon Lee – Shearman & Sterling; Merritt Johnson – Shearman & Sterling; Ana Aur – Shearman & Sterling; Minkyu Park – Shearman & Sterling; Zahrah Devji – Shearman & Sterling; Emalie Sundale – Shearman & Sterling; Joshua Thompson – Shearman & Sterling; Akofa Tsiagbe – Shearman & Sterling; Ibrahim Bakhurji – Shearman & Sterling; Laurence Crouch – Shearman & Sterling; Doreen Lilienfeld – Shearman & Sterling;

Law Firms: Shearman & Sterling;

Clients: Jefferies; TD Securities; BMO Capital Markets; Macquarie Capital; KKR Capital Markets Limited;

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Author: Michael Patrini