8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 1, 2012

DAVITA HEALTHCARE PARTNERS INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14106	No. 51-0354549
(Commission File Number)	(I.R.S. Employer Identification No.)

2000 16^th Street

Denver, CO 80202

(Address of Principal Executive Offices) (Zip Code)

(303) 405-2100

(Registrant’s Telephone Number, Including Area Code)

DaVita Inc.

(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 230.425)

¨ 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)

Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 1, 2012, pursuant to the Agreement and Plan of Merger, dated as of May 20, 2012, as amended on July 6, 2012 (the “Merger Agreement”) by and among DaVita Inc. (now known as “DaVita HealthCare Partners Inc.” and hereinafter referred to as the “Company”), Seismic Acquisition LLC, a California limited liability company and a wholly owned subsidiary of the Company (“Merger Sub”), HealthCare Partners Holdings, LLC, a California limited liability company (“HCP”), and Robert D. Mosher, as the Member Representative, Merger Sub merged with and into HCP, with HCP as the surviving entity (the “Merger”). As a result of the Merger, HCP became a wholly owned subsidiary of the Company. The Merger was effective as of [[•]:00 a.m.], Eastern Daylight Time, on November 1, 2012 (the “Effective Time”). In the Merger, each Class B Common Unit of HCP (“HCP Common Unit”) (whether or not subject to restriction) issued and outstanding immediately prior to the Effective Time (other than (1) HCP Common Units directly or indirectly owned by the Company, Merger Sub, or HCP and (2) dissenting units) was converted into the right to receive the merger consideration in the form of cash or stock, or a combination thereof, subject to proration and certain adjustments (including a potential reduction in the merger consideration as a result of an estimated shortfall in working capital, if any, at the time of closing and a post-closing final working capital adjustment). In addition, in the Merger, each vested and unvested option to purchase HCP Common Units (each, an “HCP Option”) that was outstanding immediately prior to the Effective Time was accelerated and became fully vested and exercisable as of immediately prior to the Effective Time and, to the extent unexercised, was cancelled, extinguished and automatically converted into the right to receive a cash payment for each HCP Common Unit subject to such HCP Option equal to the excess of (a) the merger consideration per fully diluted HCP Common Unit over (b) the per unit exercise price payable in respect of such HCP Common Unit issuable under such HCP Option. The total merger consideration paid to the holders of HCP Common Units and HCP Options was $3,660,000,000 in cash, without interest, and 9,380,312 shares of the Company’s common stock, par value $0.001 per share, subject to certain adjustments.

As of the Effective Time, the Company appointed Dr. Robert Margolis as a member of the Board of Directors of the Company (the “Board”), as a member of the Clinical Performance Committee of the Board, and as Co-Chairman of the Board. As previously disclosed, concurrent with the execution of, and as required by, the Merger Agreement, Dr. Margolis entered into an employment agreement with the Company and HCP that became effective at the Effective Time. Also as previously disclosed, concurrent with the execution of, and as required by, the Merger Agreement, the Company, on behalf of HCP, secured (1) a combined directors’ and officers’ liability and employment practices liability run-off insurance policy package and (2) run-off fiduciary liability insurance policies. The information set forth in Item 5.02 below is incorporated by reference herein.

Immediately after the Effective Time, the Company effected an additional merger solely for the purpose of changing its name from “DaVita Inc.” to “DaVita HealthCare Partners Inc.” (the “Name Change Merger”), as contemplated by the Merger Agreement. The Name Change Merger was effected pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”), and involved the merger of the Company with a newly formed wholly owned subsidiary of the Company, with the Company surviving.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

As previously disclosed, on August 24, 2012, the Company, its subsidiary guarantors and JPMorgan Chase Bank, N.A., as administrative agent, entered into an amendment to the Company’s existing senior secured credit facilities to permit additional borrowings in an aggregate principal amount of $3,000 million, comprised of a new five-year Term Loan A-3 facility in an aggregate principal amount of $1,350 million and a new seven-year Term Loan B-2 facility in an aggregate principal amount of $1,650 million.

On November 1, 2012, the Company drew down all $3,000 million available under the amended senior secured credit facilities to fund a portion of the cash merger consideration payable in the Merger, other expenses related to the Merger, the repayment of the previously outstanding Term Loan A-2 under the senior secured credit facilities and certain indebtedness of HCP, and general corporate purposes.

The new Term Loan A-3 will mature on November 1, 2017, and the new Term Loan B-2 will mature on November 1, 2019. The new Term Loans bear interest at a rate based on either LIBOR (which is, with respect to the Term Loan B-2 facility, subject to a floor of 1.00%) or ABR, plus a margin. The margin is initially 2.50% for LIBOR and 1.50% for ABR for the Term Loan A-3 and 3.00% for LIBOR and 2.00% for ABR for the Term Loan B-2. The Company paid the lenders for the Term Loan A-3 facility a closing fee in the form of original issue discount up to 0.75% of the aggregate principal amount of the loans under the Term Loan A-3. The Company paid the lenders for the Term Loan B-2 facility a closing fee in the form of original issue discount equal to 1.00% of the aggregate principal amount of the loans under the Term Loan B-2. The margin for the Term Loan A-3 is subject to leverage-based step-downs.

The new Term Loans are subject to the terms of the amended senior secured credit agreement, which contains financial and operating covenants. Financial covenants include a maximum leverage ratio, a minimum consolidated interest coverage ratio and a limitation on capital expenditures. Operating covenants include limitations on the Company’s ability to incur additional indebtedness, grant liens on assets, make significant asset dispositions and investments and pay dividends.

All obligations under the senior secured credit agreement are guaranteed by a substantial portion of the Company’s domestic subsidiaries, including HCP and certain of its subsidiaries, and secured by substantially all of the Company’s and its guarantor subsidiaries’ assets.

References to the amended senior secured credit agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the amended senior secured credit agreement included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2012 and Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 18, 2012, which are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, on October 4, 2012, consistent with the terms of and as required by the Merger Agreement, the Board voted to increase the size of the Board from nine to ten members, appointed Dr. Robert Margolis to fill the vacancy created by such increase, and appointed Dr. Margolis as a member of the Clinical Performance Committee of the Board, each effective as of the Effective Time. The Board also voted to approve Dr. Margolis’ appointment as Co-Chairman of the Board, to serve alongside the Board’s current Chairman, Mr. Kent Thiry, also effective as of the Effective Time.

Dr. Margolis, age 67, has been the Chairman and Chief Executive Officer of HCP since 1982 and the managing partner of HealthCare Partners Medical Group, an HCP member and a California general partnership, since he founded its predecessor entity in 1975. Dr. Margolis serves on the boards of directors of the Martin Luther King Hospital, the National Committee for Quality Assurance, the California Association of Physician Groups, and the California Hospital Medical Center, Los Angeles. Dr. Margolis also serves as a member of the Executive Management Advisory Board at UCLA’s School of Public Health, a member of the Health Care Policy Advisory Council for Harvard Medical School, and a member of the advisory board of the USC Schaeffer Center for Health Policy and Economics. Dr. Margolis previously served as the chairman of the boards of directors of the American Medical Group Association, the National Committee for Quality Assurance, and the Unified Medical Group Association. Dr. Margolis has a national reputation in the managed care industry with over 40 years of industry experience. He works extensively on issues of quality improvement, pay for performance, and access to care issues.

As previously disclosed, concurrent with the execution of, and as required by, the Merger Agreement, Dr. Margolis entered into an employment agreement with the Company and HCP that became effective at the Effective Time. The employment agreement supersedes his current employment arrangement with HCP and has a two-year term. Under the terms of the employment agreement, Dr. Margolis will continue to serve as Chief Executive Officer of HCP. He will receive an annual base salary of $600,000, subject to review for increases at the discretion of HCP and with the approval of the Company. Dr. Margolis is eligible to receive annual performance bonuses for calendar years 2012, 2013, and 2014 equal to 40% of his base salary, with an additional bonus of up to 170% of such bonus amount. Dr. Margolis will be entitled to participate in all employee benefits that are generally made available to most executives at HCP with similar levels of compensation and responsibility. Further, in the event that Dr. Margolis is terminated without “cause” (as defined in the employment agreement) by the Company, he will be entitled to receive (i) an amount equal to two times his annual base salary in effect at the time of such termination, plus (ii) an amount equal to the performance bonus paid in the year prior to his termination of employment, pro-rated for the number of months served in the year his employment is terminated. These severance payments will be paid in equal installments over 24 months, subject to HCP’s payroll practices and procedures, and are conditioned upon Dr. Margolis’s execution of a general release. Dr. Margolis is also entitled to the severance payments described above if he resigns due to a material breach of the terms of the employment agreement by the Company or HCP and HCP fails to cure such breach.

As previously disclosed, concurrent with the execution of, and as required by, the Merger Agreement, the Company, on behalf of HCP, secured (1) a combined directors’ and officers’ liability and employment practices liability run-off insurance policy package and (2) run-off fiduciary liability insurance policies, each of (1) and (2) having an effective date on the Effective Time and ending on a date that is six years after the Effective Time. One-half of the premiums for each of these policies was prepaid by each of HCP and the Company for the full six-year term of such policies.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 1, 2012, the Company changed its name to DaVita HealthCare Partners Inc. The name change was effected through a short-form merger pursuant to Section 253 of the DGCL by merging a wholly owned subsidiary of the Company with and into the Company, with the Company as the surviving corporation in the merger. Under the DGCL, the merger did not require stockholder approval and had the effect of amending the Company’s certificate of incorporation to reflect the new legal name of the Company. The merger and resulting name change do not affect the rights of the Company’s security holders. There were no other changes to the Company’s certificate of incorporation or bylaws.

A copy of the Certificate of Ownership and Merger effecting the name change, as filed with the Delaware Secretary of State on November 1, 2012, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

The description of the Merger and Merger Agreement set forth in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Amendment to the Merger Agreement, a copy of which was filed by the Company with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 21, 2012, and Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2012, respectively, and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On November 1, 2012, the Company issued a press release announcing the completion of the Merger and the change in its name pursuant to the Name Change Merger described above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The Company is furnishing the information in this Item 7.01 of this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements required by Rule 3-05 of Regulation S-X were previously reported in the Form S-4 (File No. 333-182572), which became effective on September 27, 2012, and pursuant to General Instruction B.3 of Form 8-K are not additionally reported herein.

(b) Pro Forma Financial Information.

The pro forma financial statements required by Article 11 of Regulation S-X were previously reported in the Form S-4 (File No. 333-182572), which became effective on September 27, 2012, and pursuant to General Instruction B.3 of Form 8-K are not additionally reported herein.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Ownership and Merger Merging DaVita Name Change, Inc. with and into DaVita Inc., as filed with Secretary of State of the State of Delaware on November 1, 2012
10.1	Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of DaVita Inc., dated May 21, 2012)
10.2	Amendment, dated as of July 6, 2012, to the Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of DaVita Inc., dated July 9, 2012)
99.1	Press release, dated November 1, 2012, announcing completion of the Merger

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DAVITA HEALTHCARE PARTNERS INC.
By:	/s/ Kim M. Rivera
	Name:	Kim M. Rivera
	Title:	Chief Legal Officer and Corporate Secretary

Date: November 1, 2012

EXHIBIT INDEX

Exhibit Number	Description
Exhibit No.	Description
3.1	Certificate of Ownership and Merger Merging DaVita Name Change, Inc. with and into DaVita Inc., as filed with Secretary of State of the State of Delaware on November 1, 2012
10.1	Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of DaVita Inc., dated May 21, 2012)
10.2	Amendment, dated as of July 6, 2012, to the Agreement and Plan of Merger, dated as of May 20, 2012, by and among DaVita Inc., Seismic Acquisition LLC, HealthCare Partners Holdings, LLC, and the Member Representative (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of DaVita Inc., dated July 9, 2012)
99.1	Press release, dated November 1, 2012, announcing completion of the Merger

EX-3.1

Exhibit 3.1

EXECUTION VERSION

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

DAVITA NAME CHANGE, INC.

(a Delaware corporation)

INTO

DAVITA INC.

(a Delaware corporation)

Pursuant to Section 253 of the General Corporation

Law of the State of Delaware

DaVita Inc., a Delaware corporation (the “Corporation”), hereby certifies as follows:

FIRST: The Corporation is incorporated under the laws of the State of Delaware.

SECOND: The Corporation is the owner of all of the issued and outstanding shares of capital stock of DaVita Name Change, Inc., a Delaware corporation (the “Subsidiary”).

THIRD: On October 4, 2012, the Board of Directors of the Corporation duly adopted by unanimous written consent the following resolutions to merge the Subsidiary with and into the Corporation:

RESOLVED, that the Subsidiary be merged with and into the Corporation (the “Merger”), pursuant to the provisions of Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), and upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger by and between the Corporation and the Subsidiary (the “Merger Agreement”);

RESOLVED FURTHER, that (i) the form, terms and provisions of the Merger Agreement be, and they hereby are, approved and adopted in all respects, (ii) each of the Corporation and the Subsidiary is hereby authorized to enter into, and any officer of the Corporation and the Subsidiary be, and each of them hereby is, authorized and empowered to execute and deliver, in the name and on behalf of the Corporation or the Subsidiary, as applicable, the Merger Agreement, with such changes therein as the officer or officers executing the same shall approve as necessary or desirable, such approval to be conclusively established by their execution thereof, and (iii) each of the Corporation and the Subsidiary be, and it hereby is, authorized and empowered to perform its obligations thereunder and to consummate the transactions contemplated thereby;

RESOLVED FURTHER, that any officer of the Corporation be, and each of them individually hereby is, authorized and empowered in the name and on behalf of the Corporation, to execute, deliver, acknowledge, file and/or record, a Certificate of Ownership and Merger effecting the Merger (the “Certificate of Ownership and Merger”), and to cause the same to be filed with the Secretary of State of the State of Delaware and to cause a certified copy of such Certificate of Ownership and Merger to be recorded in the office of the Recorder of Deeds of New Castle County, Delaware, all in accordance with Sections 103 and 253 of the DGCL, and to do all further acts and things whatsoever, whether within or without the State of Delaware, which may be in any way necessary or proper to effect the Merger;

RESOLVED FURTHER, that at the Effective Time (as defined below), (i) the separate existence of the Subsidiary shall cease and the Corporation shall continue its existence as the surviving corporation of the Merger pursuant to provisions of the DGCL, (ii) each issued and outstanding share of capital stock of the Subsidiary shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor, and (iii) the Merger shall have the effects set forth in Section 259 of the DGCL;

RESOLVED FURTHER, that the Merger shall be effective as of the date and time of filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware or such later date and time as shall be specified therein (such date and time of effectiveness, the “Effective Time”);

RESOLVED FURTHER, that the Board has determined that it is advisable and in the best interests of the Corporation to amend the Certificate of Incorporation in connection with the Merger;

RESOLVED FURTHER, that, in accordance with Sections 253(b) of the DGCL, Article I of the Corporation’s Amended and Restated Certificate of Incorporation be amended, so that such Article, as amended, shall state in its entirety, as follows:

“I. NAME

The name of the corporation is DaVita HealthCare Partners Inc. (the “Corporation”);”

RESOLVED FURTHER, that the appropriate officers of the Corporation be, and they hereby are, and each of them with full authority to

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act without the others hereby is, authorized, empowered and directed, in the name and on behalf of the Corporation, to take or cause to be taken all such further actions and to prepare, execute, file and/or deliver or cause to be delivered all such further certificates, instruments, agreements and other documents, in the name and on behalf of the Corporation, and to incur and to pay all such fees and expenses as such officers, or any one of them, shall in their or his judgment determine to be necessary, proper or advisable in order to carry out fully the intent and to accomplish the purposes of the foregoing resolutions; the execution, filing and/or delivery thereof by such officers or officer or the doing by them or any one of them of any act in furtherance of the foregoing matters to conclusively, but not exclusively, establish their or his authority therefor from the Corporation and the approval and ratification by the Corporation of the certificates, instruments, agreements and documents so executed, filed and/or delivered and the action so taken; and

RESOLVED FURTHER, that all lawful acts by any officer of the Corporation and any person or persons designated and authorized by any such officer to act on behalf of the Corporation, which acts would have been authorized by the foregoing resolutions, except that such acts were taken prior to the adoption of such resolutions, be, and the same hereby are, jointly and severally, authorized, approved, adopted, confirmed and ratified in all respects as the lawful and authorized acts of the Corporation.

FOURTH: Pursuant to Section 253(b) of the DGCL, at the effective time of the Merger, the name of the Corporation shall be changed to “DaVita HealthCare Partners Inc.”

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by its duly authorized officer in its corporate name this 1st day of November, 2012.

DAVITA INC.
By:	/s/ Kim M. Rivera
	Name:	Kim M. Rivera
	Title:	Chief Legal Officer and Corporate Secretary

[SIGNATURE PAGE TO CERTIFICATE OF MERGER]

EX-99.1

Exhibit 99.1

DaVita and HealthCare Partners Finalize Merger

Combined commitment to clinical excellence, patient quality of life, physician leadership

DENVER, Colo. & TORRANCE, Calif. (Nov. 1, 2012) – DaVita Inc. (NYSE: DVA), a leading provider of kidney care services that is committed to improving the quality of life for those diagnosed with chronic kidney disease (CKD), announced the closing of its previously announced merger with HealthCare Partners, one of the nation’s largest operators of medical groups and physician networks. The merged entity is now named DaVita HealthCare Partners Inc.

“DaVita^® and HealthCare Partners^® share a passion for and commitment to clinical excellence and improving our patients’ health and quality of life while helping to control the overall cost of health care,” said Kent Thiry, Co-Chairman and CEO of DaVita HealthCare Partners. “As DaVita HealthCare Partners^SM, we will remain focused on that commitment to providing our patients great quality and service while continuing to offer our teammates a great place to work.”

“We are excited to be joining forces with DaVita to be one of the leaders in the transformation of American health care to higher quality, efficiency and value,” said Dr. Robert Margolis, CEO of HealthCare Partners.

HealthCare Partners will be an operating division of DaVita HealthCare Partners. The HealthCare Partners senior management team will continue to manage the existing business, and Dr. Margolis has joined the board of directors and become Co-Chairman of DaVita HealthCare Partners alongside Co-Chairman Mr. Thiry. Dr. Margolis will also be a member of the Clinical Performance Committee of the Board.

DaVita HealthCare Partners, DaVita, and HealthCare Partners are trademarks or registered trademarks of DaVita HealthCare Partners Inc. All other trademarks are the property of their respective owners.

About DaVita HealthCare Partners

DaVita HealthCare Partners, a Fortune 500^® company, is the parent company of DaVita and HealthCare Partners. DaVita is a leading provider of kidney care in the United States, delivering dialysis services to patients with chronic kidney failure and end stage renal disease. As of September 30, 2012, DaVita operated or provided administrative services at 1,912 outpatient dialysis centers in 43 states in the United States serving approximately 150,000 patients, and at 24 centers in five countries outside of the United States that serve approximately 1,000 patients. HealthCare Partners manages and operates medical groups and affiliated physician networks in California, Nevada, Florida and New Mexico in its pursuit to deliver excellent-quality health care in a dignified and compassionate manner. As of September 30, 2012, HealthCare Partners provided integrated care management for nearly 745,000 managed care patients, including more than 190,000 Medicare Advantage members. For more information, please visit DaVitaHealthCarePartners.com.

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Contact Information

Media:

DaVita contact	HealthCare Partners contact
Skip Thurman Office: (303) 876-6610 Mobile: (720) 300-0041 Skip.Thurman@davita.com	Robert Klein Office: (310) 630-4126 RKlein@healthcarepartners.com

Investors:

Jim Gustafson

Office: (310) 536-2585

Jim.Gustafson@davita.com