DENVER, Aug. 17, 2020 /PRNewswire/ -- DaVita
Inc. (NYSE: DVA) ("DaVita"), a health care provider focused on
transforming care delivery to improve quality of life for patients
globally and one of the largest providers of kidney care services
in the United States, announced
today that it has commenced a modified "Dutch auction" tender offer
for shares of its common stock for an aggregate purchase price of
up to $1.0 billion at a price per
share of not less than $77.00 and not
more than $88.00. The tender offer
will expire at 12:00 midnight, New York
City time, at the end of the day on September 14, 2020, unless extended by DaVita or
otherwise terminated. Tenders of shares must be made on or prior to
the expiration of the tender offer and may be withdrawn at any time
prior to the expiration of the tender offer, in each case, in
accordance with the procedures described in the tender offer
materials.
A modified "Dutch auction" tender offer allows shareholders to
indicate how many shares and at what price within DaVita's
specified range they wish to tender. Based on the number of shares
tendered and the prices specified by the tendering shareholders,
DaVita will determine the lowest price per share within the
specified range that will enable DaVita to purchase shares having
an aggregate purchase price of up to $1.0
billion. DaVita also reserves the right, in the event that
more than $1.0 billion of its shares
are tendered in the tender offer at or below the purchase price, to
purchase at its option up to an additional number of outstanding
shares of common stock not to exceed 2% of the total number of its
shares of common stock (exclusive of any shares of common stock
held by or for DaVita's account or by or for the account of any of
DaVita's subsidiaries) without amending or extending the tender
offer. All shares purchased by DaVita in the tender offer will be
purchased at the same price. Shareholders whose shares are
purchased in the tender offer will be paid the determined purchase
price in cash, less any applicable withholding taxes and without
interest, promptly after the expiration of the tender offer.
DaVita expects to finance the share purchases in the tender
offer with cash on hand, and to the extent necessary, borrowings
under its currently undrawn $1.0
billion revolving line of credit under its senior secured
credit facilities. The tender offer is not conditioned upon the
receipt of financing or any minimum number of shares being
tendered, but it is subject to certain other conditions. The tender
offer documents contain tendering instructions and a complete
explanation of the tender offer's terms and conditions.
The dealer manager for the tender offer is BofA Securities, Inc.
Georgeson LLC is serving as information agent for the tender offer
and Computershare Inc. is serving as the depositary for the tender
offer.
Neither DaVita, its directors, the dealer manager, the
information agent, nor the depositary makes any recommendation as
to whether to tender shares or as to the price at which to tender
them.
Additional Information Regarding the Planned Tender
Offer
This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
DaVita's common stock. The tender offer is being made solely by the
Offer to Purchase, Letter of Transmittal and other tender offer
documents, as they may be amended or supplemented from time to
time, mailed to shareholders beginning on August 17, 2020. Each of these documents is being
filed with the Securities and Exchange Commission, and shareholders
may obtain them for free from the Securities and Exchange
Commission at its website (www.sec.gov). Shareholders may also
obtain a copy of these documents from DaVita's information agent,
Georgeson LLC, by calling toll-free at 888-206-5896. SHAREHOLDERS
ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER
OFFER, THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING TENDERING THEIR SHARES.
Investor Contact Information
Jim Gustafson
Vice President, Investor Relations
(310) 536-2585
jim.gustafson@davita.com
About DaVita Inc.
DaVita (NYSE: DVA) is a health care provider focused on
transforming care delivery to improve quality of life for patients
globally. The company is one of the largest providers of kidney
care services in the United States
and has been a leader in clinical quality and innovation for over
20 years. Through DaVita Kidney Care, the company treats
patients with chronic kidney failure and end stage renal disease.
DaVita is committed to bold, patient-centric care models,
implementing the latest technologies and moving toward integrated
care offerings for all.
All statements in this release, other than statements of
historical fact, are forward-looking statements. Without limiting
the foregoing, statements including the words "expect," "intend,"
"will," "plan," "anticipate," "believe," and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements include but are not limited to
statements related to our expectations regarding the tender
offer. Our actual results and other events could differ
materially from any forward-looking statements due to numerous
factors that involve substantial known and unknown risks and
uncertainties. These risks and uncertainties include, among other
things:
- our ability to satisfy the conditions to the tender
offer;
- the price per share at which we ultimately determine to
purchase shares in the tender offer and the number of shares
tendered in the tender offer;
- the terms, timing, costs and interest rate on any
indebtedness incurred to fund such purchases;
- our ability to commence and complete the tender offer,
including the number of shares we are able to purchase pursuant to
the tender offer;
- our ability to achieve the benefits contemplated by the
tender offer;
- any adverse impact that the tender offer may have on us and
the trading market for our common stock;
- the continuing impact of the dynamic and rapidly evolving
COVID-19 pandemic, including, without limitation, on our patients,
teammates, physician partners, suppliers, business, operations,
reputation, financial condition and results of operations, the
government's response to the COVID-19 pandemic, and the
consequences of an extended economic downturn resulting from the
impacts of COVID-19, including a potential negative impact on our
commercial mix, any of which may also have the effect of
heightening many of the other risks and uncertainties discussed
below;
- the concentration of profits generated by higher-paying
commercial payor plans for which there is continued downward
pressure on average realized payment rates, and a reduction in the
number or percentage of our patients under such plans, including,
without limitation, as a result of restrictions or prohibitions on
the use and/or availability of charitable premium assistance, which
may result in the loss of revenues or patients, or our making
incorrect assumptions about how our patients will respond to any
change in financial assistance from charitable
organizations;
- noncompliance by us or our business associates with any
privacy or security laws or any security breach by us or a third
party involving the misappropriation, loss or other unauthorized
use or disclosure of confidential information;
- the extent to which the ongoing implementation of healthcare
reform, or changes in or new legislation, regulations or guidance,
enforcement thereof or related litigation, result in a reduction in
coverage or reimbursement rates for our services, a reduction in
the number of patients enrolled in higher-paying commercial plans
or that are enrolled in or select Medicare Advantage plans, or
other material impacts to our business; or our making incorrect
assumptions about how our patients will respond to any such
developments;
- a reduction in government payment rates under the Medicare
program or other government-based programs and the impact of the
Medicare Advantage benchmark structure;
- risks arising from potential and proposed federal and/or
state legislation, regulation, ballot, executive action or other
initiatives, including such initiatives related to healthcare
and/or labor matters, such as AB290 and Proposition 23 in
California;
- the impact of the upcoming election cycle, the political
environment and related developments on the current healthcare
marketplace and on our business, including with respect to the
future of the Affordable Care Act, the exchanges and many other
core aspects of the current healthcare marketplace;
- our ability to successfully implement our strategy with
respect to home-based dialysis, including maintaining our existing
business and further developing our capabilities in a complex and
highly regulated environment;
- changes in pharmaceutical practice patterns, reimbursement
and payment policies and processes, or pharmaceutical pricing,
including with respect to calcimimetics;
- legal and compliance risks, such as our continued compliance
with complex government regulations;
- continued increased competition from dialysis providers and
others, and other potential marketplace changes;
- our ability to maintain contracts with physician medical
directors, changing affiliation models for physicians, and the
emergence of new models of care introduced by the government or
private sector that may erode our patient base and reimbursement
rates, such as accountable care organizations, independent practice
associations and integrated delivery systems;
- our ability to complete acquisitions, mergers or
dispositions that we might announce or be considering, on terms
favorable to us or at all, or to integrate and successfully operate
any business we may acquire or have acquired, or to successfully
expand our operations and services in markets outside the United States, or to businesses outside of
dialysis;
- uncertainties related to potential payments and/or
adjustments under certain provisions of the equity purchase
agreement for the sale of our DaVita Medical Group (DMG) business,
such as post-closing adjustments and indemnification
obligations;
- the variability of our cash flows, including without
limitation any extended billing or collections cycles; the risk
that we may not be able to generate or access sufficient cash in
the future to service our indebtedness or to fund our other
liquidity needs; and the risk that we may not be able to refinance
our indebtedness as it becomes due, on terms favorable to us or at
all;
- factors that may impact our ability to repurchase stock
under our stock repurchase program (including the tender offer
described above) and the timing of any such stock repurchases, as
well as our use of a considerable amount of available funds to
repurchase stock;
- risks arising from the use of accounting estimates,
judgments and interpretations in our financial statements;
- impairment of our goodwill, investments or other assets;
and
- uncertainties associated with the other risks described in
Part I, Item 1A "Risk Factors" and Part II, Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the year
ended December 31, 2019, Part I, Item
2 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Part II, Item 1A "Risk Factors in each
of our Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 2020 and the other risks and
uncertainties discussed in any subsequent reports that we file or
furnish with the SEC from time to time.
The forward-looking statements should be considered in light
of these risks and uncertainties. All forward-looking statements in
this release are based solely on information available to us on the
date of this release. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of
changed circumstances, new information, future events or
otherwise.
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SOURCE DaVita Inc.