UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
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. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated August 8, 2024. | |
| 104.1 | 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: August 8, 2024 | By: | /s/ Joel Ackerman |
| Joel Ackerman | ||
| Chief Financial Officer and Treasurer | ||