Item 2.01. Completion of Acquisition or Disposition of Assets.
On June 19, 2019, DaVita Inc., a Delaware corporation (“DaVita”), completed its previously announced disposition of all of the issued and outstanding equity interests of DaVita Medical Holdings, LLC, which together with its direct and indirect subsidiaries and certain affiliates constitutes the DaVita Medical Group division of DaVita, pursuant to that certain Equity Purchase Agreement, dated as of December 5, 2017 (the “EPA”), as amended by that certain First Amendment, dated as of September 20, 2018 (the “First Amendment”), and by that certain Second Amendment, dated as of December 11, 2018 (the “Second Amendment”) (the EPA as amended by the First Amendment and the Second Amendment, the “Purchase Agreement”), by and among DaVita, Collaborative Care Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Optum, Inc. (“Optum” or “Buyer”), and, solely with respect to Section 9.3 and Section 9.18 of the Purchase Agreement, UnitedHealth Group Incorporated, a Delaware corporation.
Pursuant to the Purchase Agreement, Buyer paid DaVita an aggregate purchase price of $4,340,000,000, subject to certain customary purchase price adjustments specified in the Purchase Agreement.
The description above is a summary of the Purchase Agreement and the transactions contemplated thereby and is subject to, and qualified in its entirety by, reference to the full text of (i) the EPA, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by DaVita with the Securities and Exchange Commission (“SEC”) on December 6, 2017, (ii) the First Amendment, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by DaVita with the SEC on September 24, 2018, and (iii) the Second Amendment, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by DaVita with the SEC on December 17, 2018, each of which is incorporated herein by reference.
DaVita’s incorporation by reference of the Purchase Agreement into this report is not intended to provide any other information about DaVita or Buyer or their respective subsidiaries and affiliates. For example, the representations and warranties made by each of DaVita and Buyer therein were made solely for the benefit of the other parties to the Purchase Agreement and should not be relied upon by stockholders as characterizations of the actual state of facts or condition of DaVita or Buyer or their respective subsidiaries and affiliates.
In connection with the closing of the transactions contemplated by the Purchase Agreement, DaVita is filing herewith certain pro forma financial information related to the disposition of the DaVita Medical Group division, which is attached hereto as Exhibit 99.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. All such statements in this report, other than statements of historical fact, are forward-looking statements and include, among other things, statements about intentions for the use of the net proceeds from the sale of DMG. Words such as "expect," "intend," "will," "plan," "anticipate," "believe," "continue," and similar expressions are intended to identify forward-looking statements.
Actual results could differ materially from forward-looking statements due to numerous factors that involve substantial known and unknown risks and uncertainties. These risks and uncertainties include, among other things, the risk factors set forth in DaVita’s most recent quarterly report on Form 10-Q and the other risks discussed in any subsequent reports filed by it with the Securities and Exchange Commission from time to time, all of which are expressly incorporated herein by reference. DaVita bases its forward-looking statements on information available to it on the date of this report, and undertakes no obligation to update or revise any forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise.
Item 7.01. Regulation FD Disclosure.
On
June 19, 2019
, DaVita and Optum issued a joint press release announcing the completion of the disposition contemplated by the Purchase Agreement, a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma financial statements of DaVita reflecting the closing of the disposition of the DaVita Medical Group division are filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(i) Unaudited Pro Forma Consolidated Balance Sheets as of March 31, 2019.
(ii) Unaudited Pro Forma Consolidated Statements of Income for the year ended December 31, 2018 and three months ended March 31, 2019.
(d) Exhibits
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Exhibit No.
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Description
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Unaudited pro forma consolidated balance sheets as of March 31, 2019
and unaudited pro forma consolidated statements of income for the year
ended December 31, 2018 and three months ended March 31, 2019.
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Joint Press Release issued by DaVita Inc. and Optum, Inc., dated as of June 19, 2019.
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