This Amendment No. 4 Final Amendment (this Amendment
No. 4) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the Commission) on August 17, 2020, as amended and
supplemented by Amendment No. 1 (Amendment No. 1), Amendment No. 2 (Amendment No. 2) and Amendment No. 3 (Amendment
No. 3) to the Tender Offer Statement on Schedule TO filed with the Commission on August 27, 2020, September 8, 2020 and September 15, 2020, respectively (as it may be further amended or supplemented from
time to time, the Schedule TO), related to the offer by DaVita Inc., a Delaware corporation (DVA or the Company), to purchase for cash up to $1.0 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 $77.00 and not more than $88.00 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 August 17,
2020 (as amended or supplemented, 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 (as amended or supplemented, the Letter of
Transmittal and, together with the Offer to Purchase, the Offer), a copy of which was attached as Exhibit (a)(1)(B) to the Schedule TO.
Based on the final count by the Computershare Trust Company, N.A., the depositary for the Offer (the Depositary), a total of
7,981,679 shares of DVAs common stock were validly tendered and not validly withdrawn at or below the price of $88.00 per share. DVA accepted all of these shares for purchase at the purchase price of $88.00 per share, for a total cost of
$702,387,752, excluding fees and expenses related to the Offer. The total of 7,981,679 shares accepted for payment represents approximately 6.5% of the Companys total outstanding common stock as of September 16, 2020. The Depositary will
promptly pay for the shares accepted for purchase pursuant to the Offer.
Payment for shares purchased will be made in cash, without
interest, but subject to applicable withholding taxes. This Amendment No. 4 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) and Rule
13e-4(d) under the Exchange Act.
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. 4. You should read this
Amendment No. 4 together with Amendment No. 1, Amendment No. 2, Amendment No. 3, 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:
On September 17, 2020, DVA issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New
York City time, at the end of the day on September 14, 2020. A copy of the press release is filed as Exhibit (a)(5)(C) hereto and is incorporated by reference herein.
2