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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 8, 2024
DAVITA INC.
(Exact name of registrant as specified in its charter)
Delaware |
1-14106 |
51-0354549 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
|
|
2000 16th Street
Denver, CO 80202
(Address of principal executive offices including
Zip Code)
(720) 631-2100
(Registrant’s telephone number, including
area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| q | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
| q | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| q | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| q | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading symbol(s): |
|
Name of each exchange on which registered: |
Common Stock, $0.001 par value |
|
DVA |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
On August 8, 2024,
DaVita Inc. (the “Company”) issued a press release, made pursuant to Rule 135c promulgated under the Securities Act of 1933,
as amended, announcing the commencement of a private offering (the “Notes Offering”), subject to market and other conditions,
of $1.0 billion aggregate principal amount of its Senior Notes due 2032 (the “2032 Notes”). A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.
Substantially concurrently
with the closing of the proposed Notes Offering, the Company expects to enter into an amendment to the credit agreement governing the
Company’s existing senior secured credit facilities in order to establish an incremental
tranche of senior secured term “A” loans in an aggregate principal amount of approximately $1.0 billion (the “Incremental
Term Loan A Facility”), subject to market and other conditions. The Company currently intends to use the total net proceeds
from the proposed Notes Offering and borrowings under the Incremental Term Loan A Facility (i)
to repay all of the Company’s outstanding Term Loan B-1 facility borrowings maturing in 2026 and all of its outstanding revolving
credit facility borrowings, in each case, together with related accrued and unpaid interest thereon, (ii) to pay any costs, fees
and expenses in connection with the foregoing, and (iii) if any proceeds remain, for general corporate purposes, including, without
limitation, for repurchases of its capital stock, working capital and capital expenditures.
The
forward-looking statements contained in this Form 8-K are qualified by the information contained under the heading “Forward-Looking
Statements” in the press release furnished as Exhibit 99.1 hereto. This Current Report on Form 8-K (and the exhibit hereto) shall
not constitute an offer to sell or the solicitation of an offer to buy the 2032 Notes and shall not constitute an offer, solicitation
or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
DAVITA INC. |
|
|
|
Date: August 8, 2024 |
By: |
/s/ Joel Ackerman |
|
|
Joel Ackerman |
|
|
Chief Financial Officer and Treasurer |
Exhibit 99.1
DaVita Inc. Announces Offering of $1.0 Billion
Senior Notes
DENVER, August 8, 2024 (BUSINESS WIRE) -- DaVita Inc. (NYSE: DVA) (“DaVita”)
announced today that it has commenced a private offering (the “offering”) of $1.0 billion aggregate principal amount of its
senior notes due 2032 (the “2032 notes”), subject to market and other conditions.
DaVita intends to use the net proceeds from the offering to
(i) repay a portion of its outstanding Term Loan B-1 facility borrowings maturing in 2026 and a portion of its outstanding revolving
credit facility borrowings, in each case, together with related accrued and unpaid interest thereon, (ii) pay any costs, fees and expenses
in connection with the foregoing, and (iii) if any proceeds remain, for general corporate purposes, including, without limitation, for
repurchases of its capital stock, working capital and capital expenditures.
The 2032 notes are being offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (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 2032 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 2032 notes, nor will there be any sale of the 2032 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 more than 20 years. DaVita cares for patients at every stage and setting
along their kidney health journey—from slowing the progression of kidney disease to helping to support transplantation, from acute
hospital care to dialysis at home.
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 offering and the use of the net 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: current macroeconomic and marketplace conditions, including without limitation, the
impact of global events and political or governmental volatility; the impact of the domestic political environment and related developments
on the current healthcare marketplace and on our business; the continuing impact of the COVID-19 pandemic on our operations, reputation,
financial condition and the chronic kidney disease population and our patient population; the potential impact of new or potential entrants
in the dialysis and pre-dialysis marketplace and potential impact of innovative technologies, drugs, or other treatments on our patients
and industry; supply chain challenges and disruptions, including without limitation with respect to certain of our equipment and clinical
supplies; elevated teammate turnover or labor costs, the impact of continued increased competition from dialysis providers and others;
and our ability to respond to challenging U.S. and global economic and marketplace conditions, including, among other things, our ability
to successfully identify cost saving opportunities and to invest in and implement cost saving initiatives; the concentration of profits
generated by higher-paying commercial payor plans for which there is continued downward pressure on average realized payment rates; a
reduction in the number or percentage of our patients under commercial plans, including, without limitation, as a result of continuing
legislative efforts to restrict or prohibit the use and/or availability of charitable premium assistance, or as a result of payor's implementing
restrictive plan designs; risks arising from potential changes in or new laws, regulations or requirements applicable to us, including,
without limitation, those related to healthcare, antitrust matters, including, among others, non-competes and other restrictive covenants,
and acquisition, merger, joint venture or similar transactions and/or labor matters, and potential impacts of changes in enforcement thereof
or related litigation impacting, among other things, coverage or reimbursement rates for our services or the number of patients enrolled
in or that select higher-paying commercial plans, and the risk that we make incorrect assumptions about how our patients will respond
to any such developments; our ability to attract, retain and motivate teammates and our ability to manage operating cost increases or
productivity decreases whether due to union organizing activities, legislative or other changes, demand for labor, volatility and uncertainty
in the labor market, the current challenging and highly competitive labor market conditions, or other reasons; our ability to successfully
implement our strategies with respect to integrated kidney care and value-based
care initiatives and home based dialysis in the desired time frame and in a complex, dynamic and highly regulated environment; a reduction
in government payment rates under the Medicare End Stage Renal Disease program, state Medicaid or other government-based programs and
the impact of the Medicare Advantage benchmark structure; noncompliance by us or our business associates with any privacy or security
laws or any security breach by us or a third party, such as the recent cyberattack on Change Healthcare (“CHC”), including,
among other things, any such non-compliance or breach involving the misappropriation, loss or other unauthorized use or disclosure of
confidential information; legal and compliance risks, such as compliance with complex, and at times, evolving government regulations and
requirements, and with additional laws that may apply to our operations as we expand geographically or enter into new lines of business;
changes in pharmaceutical practice patterns, reimbursement and payment policies and processes, or pharmaceutical pricing, including with
respect to oral phosphate binders, among other things; our reliance on significant suppliers, service providers and other third party
vendors to provide key support to our business operations and enable our provision of services to patients, such as, among others, CHC
and suppliers of certain pharmaceuticals or critical clinical products; our ability to develop and maintain relationships with physicians
and hospitals, changing affiliation models for physicians, and the emergence of new models of care or other initiatives that, among other
things, may erode our patient base and impact reimbursement rates; our ability to complete and successfully integrate and operate acquisitions,
mergers, dispositions, joint ventures or other strategic transactions on terms favorable to us or at all; and our ability to successfully
expand our operations and services in markets outside the United States, or to businesses or products outside of dialysis services; the
variability of our cash flows, including, without limitation, any extended billing or collections cycles including, without limitation,
due to defects or operational issues in our billing systems or in the billing systems or services of third parties on which we rely, such
as the operational issues at CHC resulting from a recent cyberattack; 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 any use by us of a considerable amount of available
funds to repurchase stock; our aspirations, goals and disclosures related to environmental, social and governance (“ESG”)
matters, including, among other things, evolving regulatory requirements affecting ESG standards, measurements and reporting requirements;
and the other risk factors, trends and uncertainties set forth in our Annual Report on Form 10-K for the year ended December 31, 2023
and Quarterly Reports on Form 10-Q for the periods ended March 31, 2024 and June 30, 2024 and the other risks and uncertainties discussed
in any subsequent reports that we file or furnish with the U.S. 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, except as may be required by law.
Contact Information
Investors:
IR@davita.com
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