DENVER, Aug. 19, 2019 /PRNewswire/ -- DAVITA
INC. (NYSE: DVA), "DaVita," a Fortune 500® health
care provider focused on transforming care delivery to improve
quality of life for patients around the globe and the largest
provider of kidney care services in the U.S., announced
today the preliminary results of its modified "Dutch
auction" tender offer for up to $1.2
billion of its common stock at a price per share not less
than $53.50 and not more than
$61.50, which expired at 12:00
midnight, New York City time, at
the end of the day on August 16,
2019.
Based on the preliminary count by the depositary for the tender
offer, a total of 21,969,132 shares of the Company's common stock
were validly tendered and not validly withdrawn at or below the
price of $56.50 per share, including
13,467,338 shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer
and based on the preliminary count by the depositary, the Company
expects to repurchase a total of 21,969,132 shares of its common
stock through the tender offer at a price of $56.50 per share, for a total cost of
$1,241,255,958.00, excluding fees and
expenses but including an additional 730,194 shares that the
Company plans to accept for repurchase in accordance with Rule
13e-4(f) of the Securities Exchange Act of 1934, as amended, which
allows the Company to accept an additional number of shares not to
exceed 2.0% of its outstanding shares of common stock. The
total of 21,969,132 shares that the Company expects to accept for
repurchase represents approximately 13.7% of the Company's total
outstanding shares of common stock as of
August 16, 2019.
As previously announced, on August 12,
2019, the Company entered into a new $5.5 billion senior secured credit agreement with
the guarantors party thereto, the several banks and other financial
institutions or entities party thereto, and Wells Fargo Bank,
National Association, as administrative and collateral agent (the
"New Credit Agreement"). The New Credit Agreement consists of a
five-year secured revolving loan facility in an aggregate amount of
$1.0 billion, a five-year secured
term loan A facility with a delayed draw feature in an aggregate
amount of $1.75 billion and a
seven-year secured term loan B facility in an aggregate amount of
$2.75 billion. The Company
expects to fund the purchase of shares in the tender offer with
borrowings under the New Credit Agreement.
The number of shares expected to be purchased in the tender
offer and the purchase price per share are preliminary and subject
to change. The preliminary information contained in this press
release is subject to confirmation by the depositary and is based
on the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within the required three
business day period. The final number of shares to be
purchased in the tender offer and the final purchase price per
share will be announced following the expiration of the guaranteed
delivery period and the completion by the depositary of the
confirmation process. Payment for the shares accepted for purchase
pursuant to the tender offer, and the return of all other shares
tendered and not purchased, will occur promptly following the
completion of the confirmation process.
The dealer manager for the tender offer is Credit Suisse
Securities (USA) LLC. Georgeson
LLC is serving as information agent for the tender offer and
Computershare is serving as the depositary for the tender
offer.
Contact Information
Investors:
Jim Gustafson
Vice President, Investor Relations
(310) 536-2585
ir@davita.com
About DaVita Inc. DaVita (NYSE: DVA) is a Fortune
500® health care provider focused on transforming
care delivery to improve quality of life for patients around the
globe. DaVita is the largest provider of kidney care services in
the U.S. and has been a leader in clinical quality and innovation
for 20 years. Through DaVita Kidney
Care, DaVita treats patients with chronic kidney failure and
end stage renal disease. DaVita is committed to bold,
patient-centric care models, implementing the latest technologies
and moving toward integrated care offerings for all. As of
June 30, 2019, DaVita served
approximately 205,000 patients at 2,723 outpatient dialysis centers
in the United States. DaVita also
operated 248 outpatient dialysis centers in nine countries across
the world. DaVita has reduced hospitalizations, improved mortality,
and worked collaboratively to propel the kidney care industry to
adopt an equitable and high-quality standard of care for all
patients, everywhere. To learn more about how DaVita is leading the
health care evolution, please, visit DaVita.com/About.
DaVita Inc. and its representatives may from time to time
make written and oral forward-looking statements, including
statements in this release, filings with the Securities and
Exchange Commission ("SEC"), reports to stockholders and in
meetings with investors and analysts. All such statements in this
release, other than statements of historical fact, are
forward-looking statements and as such are intended to be covered
by the safe harbor for "forward-looking statements". Without
limiting the foregoing, statements including the words "expect,"
"intend," "will," "plan," "anticipate," "believe," "forecast,"
"guidance," "outlook," "goals," and similar expressions are
intended to identify forward-looking statements.
These forward-looking statements include but are not limited
to statements related to our expectations regarding our proposed
purchase of shares in the tender offer, the source of financing for
those purchases, the amount of shares to be purchased (including
the amount of shares tendered through notice of guaranteed
delivery) and the purchase price per share.
Our actual results and other events could differ materially
from any forward-looking statements due to numerous factors that
involve substantial known and unknown risks and uncertainties.
These risks and uncertainties include, among other things:
- the price per share at which we ultimately purchase shares
in the tender offer and the number of shares purchased, each of
which may differ from the preliminary results indicated in this
release, including to the extent that shares tendered through
notice of guaranteed delivery are not delivered within the required
three business day period;
- the delivery within the required three business day
period of shares tendered through notice of guaranteed
delivery;
- our ability to complete the tender offer, including the
number of shares we are able to purchase pursuant to the tender
offer;
- our ability to achieve the benefits contemplated by the
tender offer;
- any adverse impact that the tender offer may have on us and
the trading market for our common stock;
- the concentration of profits generated by higher-paying
commercial payor plans for which there is continued downward
pressure on average realized payment rates, and a reduction in the
number of patients under such plans, including as a result of
restrictions or prohibitions on the use and/or availability of
charitable premium assistance, which may result in the loss of
revenues or patients, or our making incorrect assumptions about how
our patients will respond to any change in financial assistance
from charitable organizations;
- the extent to which the ongoing implementation of healthcare
reform, or changes in or new legislation, regulations or guidance,
enforcement thereof or related litigation, and the extent to which
such developments result in a reduction in coverage or
reimbursement rates for our services, a reduction in the number of
patients enrolled in higher-paying commercial plans, or other
material impacts to our business;
- a reduction in government payment rates under the Medicare
End Stage Renal Disease program or other government-based programs
and the impact of the Medicare Advantage benchmark
structure;
- risks arising from potential and proposed federal and/or
state legislation, regulation, ballot, executive action or other
initiatives, including such initiatives related to healthcare
and/or labor matters;
- the impact of the changing political environment and related
developments on the current healthcare marketplace and on our
business, including with respect to the future of the Affordable
Care Act, the exchanges and many other core aspects of the current
health care marketplace;
- changes in pharmaceutical practice patterns, reimbursement
and payment policies and processes, or pharmaceutical pricing,
including with respect to calcimimetics;
- legal and compliance risks, such as our continued compliance
with complex government regulations and the provisions of our
current corporate integrity agreement;
- continued increased competition from dialysis providers and
others, and other potential marketplace changes;
- our ability to maintain contracts with physician medical
directors, changing affiliation models for physicians, and the
emergence of new models of care introduced by the government or
private sector that may erode our patient base and reimbursement
rates, such as accountable care organizations, independent practice
associations and integrated delivery systems;
- our ability to complete acquisitions, mergers or
dispositions that we might announce or be considering, on terms
favorable to us or at all, or to integrate and successfully operate
any business we may acquire or have acquired, or to successfully
expand our operations and services in markets outside the United States, or to businesses outside of
dialysis; and our ability to complete the redemption of our 5.750%
Senior Notes due 2022 on the terms currently contemplated or at
all;
- noncompliance by us or our business associates with any
privacy or security laws or any security breach by us or a third
party involving the misappropriation, loss or other unauthorized
use or disclosure of confidential information;
- the variability of our cash flows; the risk that we may not
be able to generate sufficient cash in the future to service our
indebtedness or to fund our other liquidity needs; and the risk
that we may not be able to refinance our indebtedness as it becomes
due, on terms favorable to us or at all;
- factors that may impact our ability to repurchase stock
under our stock repurchase program (including the tender offer
described above) and the timing of any such stock
repurchases;
- risks arising from the use of accounting estimates,
judgments and interpretations in our financial statements;
- impairment of our goodwill, investments or other
assets;
- uncertainties related to our use of the proceeds from the
DMG sale transaction and other available funds, including external
financing and cash flow from operations, which may be or have been
used in ways that we cannot assure will improve our results of
operations or enhance the value of our common stock; and
- uncertainties associated with the other risk factors set
forth in our most recent quarterly report on Form 10-Q, and the
other risks and uncertainties discussed in any subsequent reports
that we file or furnish to the SEC from time to time.
The forward-looking statements should be considered in light
of these risks and uncertainties. All forward-looking statements in
this release are based solely on information available to us on the
date of this release. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
changed circumstances, new information, future events or
otherwise.
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SOURCE DaVita Inc.