DENVER, Feb. 24, 2021 /PRNewswire/ -- DaVita Inc.
(NYSE: DVA) ("DaVita") announced today that it has commenced a
private add-on offering of $750
million aggregate principal amount of its 4.625% senior
notes due June 1, 2030 (the "notes"),
subject to market and other conditions.
The notes will be issued as additional notes under an existing
indenture, dated as of June 9, 2020,
pursuant to which DaVita previously issued $1.75 billion aggregate principal amount of its
4.625% senior notes due 2030 (the "existing notes"). Other
than the issue date, the offering price and first interest payment
date, the notes will have the same terms as the existing notes, and
the notes and the existing notes will be treated as a single series
for all purposes under the indenture. The notes will have the
same CUSIP numbers as, and will trade interchangeably with, the
existing notes (except that the notes issued pursuant to Regulation
S ("Regulation S") under the Securities Act of 1933, as amended
(the "Securities Act"), will trade separately under a different
CUSIP number until 40 days after the issue date of the notes, but
thereafter the notes issued pursuant to Regulation S will be
maintained under the same CUSIP number as the existing notes issued
pursuant to Regulation S).
DaVita intends to use the net proceeds from the notes offering
(i) to pay down outstanding borrowings under its revolving credit
facility, (ii) to pay all fees and expenses related to this
offering and (iii) for general corporate purposes, which may
include, without limitation, repayment of other indebtedness and
repurchases of its common stock. Accordingly, DaVita will
have significant discretion over the use of any net proceeds from
the add-on offering.
The notes are being offered only to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act, and to certain non-U.S. persons in transactions
outside the United States in
compliance with Regulation S under the Securities Act. The
offer and sale of the notes have not been and will not be
registered under the Securities Act or the securities laws of any
other jurisdiction, and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements.
This release does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor will there be any
sale of the notes in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful.
About DaVita
DaVita (NYSE: DVA) is a health care provider focused on
transforming care delivery to improve quality of life for patients
globally. The company is one of the largest providers of
kidney care services in the U.S. and has been a leader in clinical
quality and innovation for over 20 years. Through DaVita
Kidney Care, the company 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.
Forward-Looking Statements
This release contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
("PSLRA") and the federal securities laws. All 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" provided by the
PSLRA. Without limiting the foregoing, statements including
the words "expect," "intend," "will," "could," "plan,"
"anticipate," "believe," and similar expressions are intended to
identify forward-looking statements. These forward looking
statements include, but are not limited to, expectations regarding
the proposed notes offering and the use of proceeds therefrom.
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:
- risks related to the proposed notes offering, including the
effect of the debt markets on the offering and our ability to
satisfy the closing conditions to the offering;
- the continuing impact of the dynamic and evolving COVID-19
pandemic, including, without limitation, on our patients,
teammates, physician partners, suppliers, business, operations,
reputation, financial condition and results of operations; the
government's response to the COVID-19 pandemic; the
availability, acceptance, impact and efficacy of COVID-19
treatments, therapies and vaccines; further spread or resurgence of
the virus, including as a result of the emergence of new strains of
the virus; the continuing impact of the pandemic on our revenue and
non-acquired growth due to lower treatment volumes; the
consequences of an extended economic downturn resulting from the
impacts of COVID-19, such as a potential negative impact on our
commercial mix, which may persist even after the pandemic
subsides; and continuing COVID-19-related costs, such as costs to
procure equipment and clinical supplies and higher salary and wage
expense. The aforementioned risks and uncertainties may also have
the effect of heightening many of the other risks and
uncertainties discussed below;
- 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 or percentage of our patients under such plans, including
without limitation 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;
- 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 extent to which the ongoing implementation of healthcare
reform, or changes in or new legislation, regulations or guidance,
enforcement thereof or related litigation 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 that are enrolled in or select Medicare Advantage plans, or
other material impacts to our business; or our making incorrect
assumptions about how our patients will respond to any such
developments;
- 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 changes in laws,
regulations or requirements applicable to us, such as potential
and proposed federal and/or state legislation,
regulation, ballot, executive action or other initiatives,
including those related to healthcare and/or labor matters, such as
AB290 in California;
- the impact of the political environment and related
developments on the current healthcare marketplace and on our
business, including with respect to the future of the Patient
Protection and Affordable Care Act and the Health Care
Reconciliation Act of 2010, as amended, the exchanges and many
other core aspects of the current healthcare marketplace, as well
as the composition of the U.S. Supreme Court and the
new presidential administration and congressional
majority;
- our ability to successfully implement our strategies with
respect to home-based dialysis, value-based care and/or
integrated kidney care, including maintaining our existing
business and further developing our capabilities in a complex and
highly regulated environment;
- changes in pharmaceutical practice patterns, reimbursement
and payment policies and processes, or pharmaceutical pricing,
including with respect to hypoxia inducible factors;
- legal and compliance risks, such as our continued compliance
with complex government regulations;
- 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;
- the variability of our cash flows, including without
limitation any extended billing or collections cycles; the risk
that we may not be able to generate or access 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 and the timing of any such stock
repurchases, as well as our use of a considerable amount of
available funds to repurchase stock;
- risks arising from the use of accounting estimates,
judgments and interpretations in our financial statements;
- impairment of our goodwill, investments or other assets;
and
- uncertainties associated with the other risk factors set
forth in Part I, Item 1A. of our Annual Report on Form 10-K for the
year ended December 31, 2020 and the
other risks and uncertainties discussed in any subsequent reports
that we file or furnish with the Securities and Exchange Commission
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.
Contact:
Jim Gustafson
Investor Relations
DaVita Inc.
jim.gustafson@davita.com
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SOURCE DaVita