8-K

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): May 26, 2020

DAVITA INC.

(Exact name of registrant as specified in its charter)

DE	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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐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	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. ☐

Item 8.01. Other Events.

On May 26, 2020, 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, subject to market and other conditions, of $1.75 billion aggregate principal amount of its Senior Notes due 2030 (the “2030 Notes”). A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Prior to the closing date of this offering, the Company will deliver a notice of its election to redeem all $1.75 billion aggregate principal amount outstanding of its 5.125% Senior Notes due 2024 (CUSIP No. 23918K AQ1; ISIN No. US23918KAQ13) (the “2024 Notes”) on July 15, 2020 (the “Redemption Date”), conditioned upon the completion of the 2030 Notes offering. Pursuant to such notice, and conditioned upon the completion of the 2030 Notes offering, all of the outstanding 2024 Notes will be redeemed at a redemption price of 101.708% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the Redemption Date in accordance with the terms of the Indenture, dated as of June 13, 2014, as supplemented, among the Company, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. The Company intends to use the net proceeds from the 2030 Notes offering referred to above, together with cash on hand, to finance the redemption of the 2024 Notes and pay all fees and expenses related to such redemption and the offering.

This Current Report on Form 8-K does not constitute a notice of redemption of the 2024 Notes. The CUSIP and ISIN numbers set forth above are included solely for informational purposes. The Company is not responsible for the use or selection of the CUSIP and ISIN numbers and no representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers set forth above.

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 2030 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.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated May 26, 2020.
104.0	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 26, 2020	By:	/s/ Joel Ackerman
		Joel Ackerman
		Chief Financial Officer and Treasurer

EX-99.1

EXHIBIT 99.1

DaVita Inc. Announces Offering of $1.75 Billion Senior Notes

DENVER, May 26, 2020 (BUSINESS WIRE) -- DaVita Inc. (NYSE: DVA) (“DaVita”) announced today that it has commenced a private offering of $1.75 billion aggregate principal amount of senior notes due 2030 (the “2030 notes”), subject to market and other conditions.

Prior to the closing date of this offering, DaVita will deliver a notice of conditional redemption to holders of its 5.125% senior notes due 2024 (the “2024 notes”) stating that the entire principal amount outstanding of such 2024 notes will be redeemed on July 15, 2020, subject to the completion of the 2030 notes offering. Nothing contained in this release constitutes a notice of redemption of the 2024 notes.

DaVita intends to use the net proceeds from the offering of the 2030 notes, together with cash on hand, to redeem all $1.75 billion aggregate principal amount outstanding of the 2024 notes and pay all fees and expenses related to such redemption and the offering.

The 2030 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 2030 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 2030 notes, nor will there be any sale of the 2030 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," "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, expectations regarding the proposed 2030 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 2030 notes offering, including the effect of the debt markets on the offering and our ability to satisfy the closing conditions to the offering;

• the impact of the dynamic and rapidly evolving novel coronavirus (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, and the consequences of an economic downturn resulting from the impacts of COVID-19, any of which may also have the effect of heightening many of the other risks and uncertainties discussed below;

• our need, ability and willingness to utilize any funds received under the Coronavirus Aid Relief, and Economic Security Act (the “CARES Act”) or subsequent legislation, and the consequences of our decisions with respect thereto;

• 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

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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; 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 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 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 healthcare marketplace;

• our ability to successfully implement our strategy with respect to home-based dialysis, 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 calcimimetics;

• 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;

• uncertainties related to potential payments and/or adjustments under certain provisions of the equity purchase agreement for the sale of our DaVita Medical Group (DMG) business, such as post-closing adjustments and indemnification obligations;

• 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;

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• 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, 2019, Part II, Item 1A. of our Quarterly Report on Form 10-Q for the period ended March 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 currently 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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XML

Document and Entity Information Document and Entity Information	May 26, 2020
Cover [Abstract]
Title of 12(b) Security	Common Stock, $0.001 par value
Document Type	8-K
Document Period End Date	May 26, 2020
Entity Registrant Name	DAVITA INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-14106
Entity Tax Identification Number	51-0354549
Entity Address, Address Line One	2000 16th Street
Entity Address, City or Town	Denver,
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	720
Local Phone Number	631-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000927066
Amendment Flag	false
Trading Symbol	DVA
Security Exchange Name	NYSE