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Long-term debt
6 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Long-term debt Long-term debt
Long-term debt comprised the following:
As of June 30, 2024
June 30,
2024
December 31, 2023Maturity dateInterest rate
Estimated fair value(1)
Senior Secured Credit Facilities:  
Term Loan A-1$1,218,750 $1,234,375 (2)
Base +1.75%(3)
$1,212,656 
Term Loan B-1949,819 2,603,786 8/12/2026
Base +1.75%(3)
$949,819 
Extended Term Loan B-11,640,251 5/9/2031SOFR + 2.00%$1,636,150 
Revolving line of credit260,000 — (2)
Base +1.75%(3)
$260,000 
Senior Notes:
4.625% Senior Notes2,750,000 2,750,000 6/1/20304.625 %$2,488,750 
3.75% Senior Notes1,500,000 1,500,000 2/15/20313.75 %$1,280,625 
Acquisition obligations and other notes payable(4)
92,129 102,328 2024-20366.73 %$92,129 
Financing lease obligations(5)
244,262 255,491 2025-20404.63 %
CHC temporary funding assistance(6)
392,984 — %$392,984 
Total debt principal outstanding9,048,195 8,445,980 
Discount, premium and deferred financing costs(7)
(58,642)(54,347)
 8,989,553 8,391,633 
Less current portion(537,991)(123,299)
 $8,451,562 $8,268,334 
(1)For the Company's senior secured credit facilities, fair value estimates are based on bid and ask quotes, a level 2 input. For the Company's senior notes, fair value estimates are based on market level 1 inputs. For acquisition obligations and other notes payable, the carrying values presented here approximate their estimated fair values, based on estimates of their present values typically using level 2 interest rate inputs. For the CHC temporary funding assistance, the carrying value presented here approximates the estimated fair value based on the short-term nature of settlement.
(2)Outstanding Term Loan A-1 and the Revolving line of credit balances are due on April 28, 2028, unless any of Term Loan B-1 remains outstanding 91 days prior to the Term Loan B-1 maturity date, in which case the outstanding Term Loan A-1 and the Revolving line of credit balances become due at that 91 day date (May 13, 2026).
(3)The Company's senior secured credit facilities bear interest at Term SOFR, plus an interest rate margin, with certain portions also subject to a credit spread adjustment (CSA). Term SOFR plus CSA is referred to as "Base" in the table above. The Term Loan A-1 and revolving line of credit bear a CSA of 0.10%. As of June 30, 2024, the CSA for all tranches outstanding on the Company's Term Loan B-1 was 0.11%.
(4)The interest rate presented for acquisition obligations and other notes payable is their weighted average interest rate based on the current fixed and variable interest rate components in effect as of June 30, 2024.
(5)Financing lease obligations are measured at their approximate present values at inception. The interest rate presented is the weighted average discount rate embedded in financing leases outstanding.
(6)The Change Healthcare (CHC) temporary funding assistance, as described below, is interest-free and amounts provided under this program are subject to repayment within 45 business days from a future date to be mutually agreed to by the parties. The balance is included in the Company's current portion of long-term debt as of June 30, 2024.
(7)As of June 30, 2024, the carrying amount of the Company's senior secured credit facilities has been reduced by a discount of $9,433 and deferred financing costs of $31,257, and the carrying amount of the Company's senior notes has been reduced by deferred financing costs of $29,136 and increased by a debt premium of $11,184. As of December 31, 2023, the carrying amount of the Company's senior secured credit facilities was reduced by a discount of $2,487 and deferred financing costs of $32,498, and the carrying amount of the Company's senior notes was reduced by deferred financing costs of $31,491 and increased by a debt premium of $12,129.
Scheduled maturities of long-term debt at June 30, 2024 were as follows:
2024 (remainder of the year)$465,033 
2025$147,057 
2026$1,040,219 
2027$134,619 
2028$1,295,333 
2029$41,171 
Thereafter$5,924,763 
On May 9, 2024 (Fourth Amendment Effective Date), the Company entered into the Fourth Amendment (the Fourth Amendment) to its senior secured credit agreement dated as of August 12, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Fourth Amendment, the Credit Agreement). The Fourth Amendment modifies the Credit Agreement to, among other things, extend the maturity date for a portion of its Term Loan B-1 in the aggregate principal amount of $911,598 and extend an additional incremental principal amount of $728,653 (together, referred to as the Extended Term Loan B-1). The Company used the incremental proceeds from the Extended Term Loan B-1 to prepay a proportionate amount of the principal balance still outstanding on its Term Loan B-1.
The Extended Term Loan B-1 bears interest at the Company’s option, based on (i) the Base Rate (as defined below) plus the Applicable Margin (as defined below), or (ii) the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited (Term SOFR) plus the Applicable Margin. The “Base Rate” is defined as the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (ii) the prime commercial lending rate of Wells Fargo as established from time to time and (iii) Term SOFR for an interest period of one month plus 1.00%; provided that if Term SOFR or the Base Rate is less than 0.00% such rate shall be deemed to be 0.00% for purposes of the Credit Agreement. The “Applicable Margin” for the Extended Term Loan B-1 is 2.00% in the case of Term SOFR loans, and 1.00% in the case of Base Rate loans. The Extended Term Loan B-1 requires quarterly principal payments beginning on December 31, 2024 of 0.25% of the aggregate principal amount of the Extended Term Loan B-1 outstanding on the Fourth Amendment Effective Date, with the balance due on May 9, 2031.
Borrowings under the Company's senior secured credit facilities are guaranteed and secured by substantially all of DaVita Inc.'s and certain of the Company’s domestic subsidiaries' assets and rank senior to all unsecured indebtedness. Borrowings under the Term Loan A-1, Term Loan B-1, Extended Term Loan B-1 and revolving line of credit rank equal in priority for that security and related subsidiary guarantees. The Credit Agreement contains certain customary affirmative and negative covenants such as various restrictions or limitations on permitted amounts of investments (including acquisitions), share repurchases, payment of dividends, and redemptions and incurrence of other indebtedness. Many of these restrictions and limitations will not apply as long as the Company’s leverage ratio calculated in accordance with the Credit Agreement is below 4.00:1.00. In addition, the Credit Agreement requires compliance with a maximum leverage ratio covenant, tested quarterly, of 5.00:1.00 through June 30, 2026 and 4.50:1.00 thereafter (subject to an increase to 5.00:1.00 during the four fiscal quarters following a material acquisition).
In addition to the prepayment of Term Loan B-1, as described above, during the first six months of 2024, the Company made regularly scheduled principal payments under its senior secured credit facilities totaling $15,625 on Term Loan A-1 and $13,716 on Term Loan B-1.
As a result of the transaction described above, the Company recognized debt prepayment, extinguishment and modification costs of $9,732 in the second quarter of 2024 comprised partially of fees incurred for this transaction and partially of deferred financing costs and original issue discount written off for the portion of debt considered extinguished and reborrowed as a result of the Fourth Amendment. For the portion of the debt that was considered extinguished and reborrowed, the Company recognized constructive financing cash outflows and financing cash inflows on the statement of cash flows of $6,302 and $728,653 for the Extended Term Loan B-1, respectively, and constructive financing cash outflows of $722,351 for the prepayment of a portion of Term Loan B-1, even though no funds were actually paid or received. Another $13,282 of the debt considered extinguished related to the Extended Term Loan B-1 represented a non-cash financing activity.
On March 1, 2024, Change Healthcare (CHC), a subsidiary of UnitedHealth Group launched a temporary assistance
funding program (CHC Funding) to help bridge the gap in short-term cash flow needs for providers impacted by the disruption of CHC's services. Under the program, CHC provides funding to providers for amounts that would otherwise have been received (with certain limitations), but for the disruption in processing electronic claims as a result of the outage. Amounts provided under this program are subject to repayment within 45 business days from a future date to be mutually agreed to by CHC and the Company.
CHC has restored the majority of claims submission functionality and the Company has resumed submission of most of its commercial claims through CHC's platform, although the Company continues to experience payment collection delays. As of June 30, 2024, the remaining CHC Funding amount outstanding was $392,984.
The Company's 2019 interest rate cap agreements expired on June 30, 2024 and a portion of the Company's 2023 cap agreements became effective on or prior to June 30, 2024, as detailed in the table below. As of June 30, 2024, the effective portion of the Company's 2023 interest rate cap agreements have the economic effect of capping the Company's maximum exposure to SOFR variable interest rate changes on equivalent amounts of the Company's floating rate debt, including all of Term Loan B-1, Extended Term Loan B-1, and a portion of Term Loan A-1. The remaining $308,820 outstanding principal balance of Term Loan A-1 and $260,000 balance outstanding on the revolving line of credit are subject to SOFR-based interest rate volatility. These cap agreements are designated as cash flow hedges and, as a result, changes in their fair values are reported in other comprehensive income. The original premiums paid for the caps are amortized to debt expense on a straight-line basis over the term of each cap agreement starting from its effective date. These cap agreements do not contain credit risk-contingent features.
In the second quarter of 2024 the Company entered into several forward interest rate cap agreements, described below, that have the economic effect of capping the Company's exposure to SOFR variable interest rate changes on specific portions of the Company's floating rate debt (2024 cap agreements). These 2024 cap agreements are designated as cash flow hedges and, as a result, changes in their fair values will be reported in other comprehensive income. These 2024 cap agreements do not contain credit-risk contingent features and become effective and expire as described in the table below.
The following table summarizes the Company’s interest rate cap agreements outstanding as of June 30, 2024: 
Year cap agreements executedNotional amountSOFR maximum rateApproximate effective dateNotional reduction or contractual maturity date
At December 31 unless noted
2024(1)
202520262027
2019$3,500,000 2.00%6/30/2020$3,500,000 
2023$1,000,000 3.75%6/30/2024$500,000 $500,000 
2023$1,000,000 
4.00%(2)
6/30/2024$250,000 $750,000 
2023$1,000,000 
4.75%(3)
6/30/2024$250,000 $750,000 
2023$500,000 
5.00%(4)
6/30/2024$500,000 
2023$250,000 4.50%12/31/2024$250,000 
2023$750,000 4.00%12/31/2024$250,000 $500,000 
2024$1,000,000 
4.50%(5)
12/31/2025$500,000 $500,000 
(1)The Company's 2019 cap agreements matured on June 30, 2024.
(2)Effective January 1, 2025, the maximum rate of 4.00% decreases to 3.75% for these interest rate caps.
(3)Effective January 1, 2025, the maximum rate of 4.75% decreases to 4.00% for these interest rate caps.
(4)Effective January 1, 2025, the maximum rate of 5.00% decreases to 4.50% for these interest rate caps.
(5)Effective December 31, 2026, the maximum rate of 4.50% increases to 4.75% for these interest rate caps.
The fair value of the Company's interest rate cap agreements, which are classified in other long-term assets on its consolidated balance sheet, was $51,223 and $79,805 as of June 30, 2024 and December 31, 2023, respectively.
See Note 10 for further details on amounts reclassified from accumulated other comprehensive loss and recorded as debt expense (offset) related to the Company’s interest rate cap agreements for the three and six months ended June 30, 2024 and 2023.
As a result of the variable rate cap from the Company's 2019 interest rate cap agreements, the Company’s weighted average effective interest rate on its senior secured credit facilities at the end of the second quarter of 2024 was 4.62%, based on the current margins in effect for its senior secured credit facilities as of June 30, 2024, as detailed in the table above.
The Company’s weighted average effective interest rate on all debt, including the effect of interest rate caps and amortization of debt discount, for the three and six months ended June 30, 2024 was 4.27% and 4.39% and as of June 30, 2024 was 4.33%.
As of June 30, 2024, the Company’s interest rates were fixed and economically fixed on approximately 55% and 93% of its total debt, respectively.
As of June 30, 2024, the Company had $1,240,000 available and $260,000 drawn on its $1,500,000 revolving line of credit under its senior secured credit facilities. Credit available under this revolving line of credit is reduced by the amount of any letters of credit outstanding under the facility, of which there were none as of June 30, 2024. The Company also had letters of credit of approximately $154,341 outstanding under a separate bilateral secured letter of credit facility as of June 30, 2024.