KKR’s Acquisition of a Majority Interest in Heartland Dental

Jefferies LLC acted as exclusive financial advisor. Weil, Gotshal & Manges LLP and Ropes & Gray LLP acted as legal advisors to Heartland Dental. Simpson Thacher & Bartlett LLP served as legal counsel to KKR. Fully committed debt financing will be provided by Jefferies, LLC and KKR Capital Markets.

Heartland Dental, the largest dental support organization in the United States, has entered into a definitive agreement whereby KKR will acquire a majority interest in the company from Ontario Teachers’ Pension Plan and other existing shareholders. Under the terms, Ontario Teachers’ will retain sizeable ownership and will continue as a significant partner to the company. Heartland Dental’s Founder and Executive Chairman Dr. Rick Workman, President and CEO Patrick Bauer, as well as supported dentists and employees will also remain significant shareholders. Financial details of the transaction were not disclosed.

Founded in 1997, Heartland Dental provides non-clinical administrative support services to supported dental offices representing a network of over 1300 dentists. Heartland Dental’s mission is to support dentists and their teams as they deliver the highest quality dental care and experiences to the communities they serve, while also providing exceptional careers and creating value for all stakeholders.

This investment is the second majority equity event in the company’s 20-year history. In November 2012, Ontario Teachers’ was the first outside investor to take a majority position. At the time, Heartland Dental’s network consisted of 397 supported practices throughout 21 states. Today, Heartland Dental boasts a workforce of 11,000 employees who serve more than 840 supported dental practices across 35 states. Supported practice annual revenues stood at an estimated $1.3 billion at the close of 2017, which is a 126 percent increase in the five years since Ontario Teachers’ acquired its majority stake.

Simpson Thacher advised KKR with a team including Mark Pflug (Picture), Jihyun Chung and Erika Herman (M&A); James Cross, Adam Moss and Jonathan Kovacs (Credit); Richard Fenyes (Capital Markets); David Rubinsky, Patricia Adams and Jake Phillips (ECEB); Rob Holo, Sophie Staples and Nicole Humphrey (Tax); Lori Lesser and Kate Stein (IP); Krista McManus and Dennis Loiacono (Real Estate); Adeeb Fadil and Noreen Lavan (Environmental); and Peter Guryan, Kelly Karapetyan, Ellen Frye and Daniel Owsley (Antitrust).

Ropes & Gray represented Heartland Dental with a team including

Deborah Gersh (Chicago) and included private equity transactions partner Bob Rivollier (New York), tax & benefits partner Adam Stella (Washington, D.C.), health care associates Christina Bergeron (Boston) and John Saran (Chicago) and labor & employment associate Jennifer Cormier (Boston). Mr. Rivollier and Mr. Stella represented the founder and key management members of Heartland Dental on their equity arrangements.

Involved fees earner: Deborah Gersh – Ropes & Gray; Bob Rivollier – Ropes & Gray; Adam Stella – Ropes & Gray; Christina Bergeron – Ropes & Gray; John Saran – Ropes & Gray; Jennifer Cormier – Ropes & Gray; Mark Pflug – Simpson Thacher & Bartlett; Jihyun Chung – Simpson Thacher & Bartlett; Erika Herman – Simpson Thacher & Bartlett; James Cross – Simpson Thacher & Bartlett; Adam Moss – Simpson Thacher & Bartlett; Jonathan Kovacs – Simpson Thacher & Bartlett; Richard Fenyes – Simpson Thacher & Bartlett; David Rubinsky – Simpson Thacher & Bartlett; Patricia Adams – Simpson Thacher & Bartlett; Jacob Phillips – Simpson Thacher & Bartlett; Robert Holo – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; Nicole Humphrey – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Kate Stein – Simpson Thacher & Bartlett; Krista McManus – Simpson Thacher & Bartlett; Dennis Loiacono – Simpson Thacher & Bartlett; Adeeb Fadil – Simpson Thacher & Bartlett; Noreen Lavan – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Ellen Frye – Simpson Thacher & Bartlett; Daniel Owsley – Simpson Thacher & Bartlett;

Law Firms: Ropes & Gray; Simpson Thacher & Bartlett;

Clients: KKR; Heartland Dental ;


Author: Michael Patrini