This Tender Offer Statement on Schedule TO (this
“Schedule TO”) relates to the offer by DaVita Inc., a Delaware corporation (“DVA” or the “Company”), to purchase for cash up to $1.0 billion of shares (the
“shares”) of its common stock, $0.001 par value per share (the “common stock”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $77.00 and not more than $88.00
per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated
August 17, 2020 (the “Offer to Purchase”), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase,
as they may be amended or supplemented from time to time, the “Tender Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B). This Schedule TO is being filed in accordance with
Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).The information contained in the Offer to Purchase and the Letter of Transmittal is
hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
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Item 1.
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Summary Term Sheet.
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The information under the heading “Summary Term Sheet,” included in the Offer to Purchase, is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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(a) The name of the subject company and issuer of the securities to which this Schedule TO relates is DaVita Inc.
The address and telephone number of its principal executive office are 2000 16th Street, Denver, Colorado 80202, (720) 631-2100.
(b) The subject securities to which this Schedule TO relates are shares of common stock, $0.001 par value, of
DaVita Inc. As of August 14, 2020, there were 121,989,075 shares of the Company’s common stock issued and outstanding. The information set forth in the Offer to Purchase under the heading “Introduction” is incorporated herein by
reference.
(c) Information about the trading market and price of the shares of the Company’s common stock set
forth in the Offer to Purchase under the heading “Section 8 — Price Range of Shares; Dividends” is incorporated herein by reference.
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Item 3.
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Identity and Background of Filing Person.
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(a) The filing person to which this Schedule TO relates is DaVita Inc. The business address and telephone number of DVA is set forth under
Item 2(a) above. The names and business addresses of the directors and executive officers of DVA are as set forth in the Offer to Purchase under the heading “Section 11 — Interests of Directors and Executive Officers;
Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference.
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Item 4.
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Terms of the Transaction.
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(a) The material terms of the transaction set forth in the Offer to Purchase under the headings “Summary Term Sheet,”
“Section 1 — Number of Shares; Purchase Price; Proration,” “Section 2 — Purpose of the Offer; Certain Effects of the Offer,” “Section 3 — Procedures for Tendering Shares,”
“Section 4 — Withdrawal Rights,” “Section 5 — Purchase of Shares and Payment of Purchase Price,” “Section 6 — Conditional Tender of Shares,” “Section 7 — Conditions of the
Offer,” “Section 9 — Source and Amount of Funds,” “Section 10 — Certain Information Concerning the Company,” “Section 11— Interests of Directors and Executive Officers; Transactions and
Arrangements Concerning the Shares,” “Section 14 — Material U.S. Federal Income Tax Consequences” and “Section 16 — Extension of the Offer; Termination; Amendment” are incorporated herein by
reference.
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