This Amendment No. 3 (this
Amendment No.
3
)
amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the
Commission
) on July 22, 2019, as amended and supplemented by Amendment No. 1
(
Amendment No.
1
) and Amendment No. 2 (
Amendment No.
2
) to the Tender Offer Statement on Schedule TO filed with the SEC on August 6, 2019 and August 12, 2019,
respectively (as it may be further amended or supplemented from time to time, 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. 3 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. 3. You should read this Amendment No. 3 together with Amendment No. 1, Amendment No. 2, the
Schedule TO, the Offer to Purchase and the Letter of Transmittal.
The Offer to Purchase is hereby amended and supplemented as follows:
Item 11.
|
Additional Information
|
Item 11 is hereby amended and supplemented by adding the following to the fifth full paragraph beginning on page 41 of the section of the Offer to Purchase
after the caption Incorporation By Reference as an additional document incorporated by reference.
|
|
|
Our Current Report on
Form 8-K
filed with the SEC on August 14,
2019
|
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(b)(4) Credit Agreement, dated August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party
thereto, Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, N.A. and MUFG Bank Ltd., as
co-syndication
agents, Bank of America, N.A., Barclays Bank PLC, Credit Suisse Loan Funding LLC, Goldman
Sachs Bank USA, Morgan Stanley Senior Funding, Inc. and Suntrust Bank, as
co-documentation
agents, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender.
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