INTRODUCTION
This Amendment No. 1 (this
Amendment No.
1
) amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission (the
Commission
) on July 22, 2019, (the
Schedule TO
), relating to the offer by DaVita Inc., a Delaware corporation
(
DVA
or the
Company
), to purchase for cash up to $1.2 billion of shares (the
shares
) of its common stock, $0.001 par value per share (the
common stock
), pursuant to
(i) auction tenders at prices specified by the tendering shareholders of not less than $53.50 and not more than $61.50 per share, or (ii) purchase price tenders, in either case net to the seller in cash less any applicable withholding
taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated July 22, 2019 (the
Offer to Purchase
), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and
in the related Letter of Transmittal (the
Letter of Transmittal
and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the
Offer
), a copy of which was filed as
Exhibit (a)(1)(B) to the Schedule TO.
This Amendment No. 1 to the Schedule TO is intended to satisfy the reporting requirements of
Rule 13e-4(c)(3)
and Rule
13e-4(d)
under the Securities Exchange Act of 1934, as amended.
The information in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of
Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 1. You should read this Amendment No. 1 together with the Schedule TO, the Offer to Purchase and the
Letter of Transmittal.
The Schedule TO is hereby amended and supplemented as follows:
Item 1. Summary Term Sheet
In the Summary
Term Sheet section of the Offer to Purchase, under the question and answer entitled, What are the conditions of the offer? the fifth bullet of the answer is hereby amended and restated as follows:
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no decrease of more than 10% in the market price for our common stock or in the Dow Jones Industrial Average, the
New York Stock Exchange Composite Index, the Nasdaq Composite Index or the Standard & Poors 500 Composite Index measured from the close of trading on July 19, 2019 shall have occurred;
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Item 4. Terms of the Transaction
In the
Conditions of the Offer section of the Offer to Purchase, the fifth bullet under the bullet there shall have occurred any of the following: is hereby amended and restated as follows:
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any decrease of more than 10% in the market price for our common stock or in the Dow Jones Industrial Average,
the New York Stock Exchange Composite Index, the Nasdaq Composite Index or the Standard & Poors 500 Composite Index measured from the close of trading on July 19, 2019; or
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Item 7. Source and Amount of Funds or Other Consideration
The second paragraph of the Source and Amount of Funds section of the Offer to Purchase is hereby amended and restated as follows:
The New Credit Agreement is expected to consist of a five-year secured revolving loan facility (the
Revolving Credit
Facility
) in an aggregate amount of $1.0 billion, a five-year secured term loan A facility in an aggregate amount of $1.75 billion (the
Term Loan A Facility
and together with the Revolving Credit Facility, the
Pro-rata
Facilities
) and a seven-year secured term loan B facility in an aggregate amount of $2.75 billion (the
Term Loan B Facility
).