DENVER, Aug. 6, 2020 /PRNewswire/ -- DaVita Inc.
(NYSE: DVA) ("DaVita") announced today the pricing of its
previously announced private offering of $1.5 billion aggregate principal amount of senior
notes due 2031 (the "2031 notes"). The 2031 notes were priced at
100% of their face amount to yield a 3.750% coupon. The offering is
expected to close on August 11, 2020,
subject to satisfaction of customary closing conditions.
DaVita intends to use the net proceeds from the offering of the
2031 notes, together with cash on hand, to redeem all $1.5 billion aggregate principal amount
outstanding of its 5.000% senior notes due 2025 (the "2025 notes")
and pay all fees and expenses related to such redemption and the
offering. The 2025 notes will be redeemed on August 21, 2020, subject to the completion of the
2031 notes offering. Nothing contained in this release constitutes
a notice of redemption of the 2025 notes.
The 2031 notes were offered only to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and
to certain non-U.S. persons in transactions outside the United States in compliance with
Regulation S under the Securities Act. The offer and sale of the
2031 notes have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction,
and may not be offered or sold in the
United States absent registration or an applicable exemption
from the registration requirements.
This release does not constitute an offer to sell or the
solicitation of an offer to buy the 2031 notes, nor will there be
any sale of the 2031 notes in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful.
About DaVita
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 U.S. 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.
Forward-Looking Statements
This release contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
("PSLRA") and the federal securities laws. All statements in this
release, other than statements of historical fact, are
forward-looking statements and as such are intended to be covered
by the safe harbor for "forward-looking statements" provided by the
PSLRA. Without limiting the foregoing, statements including the
words "expect," "intend," "will," "could," "plan," "anticipate,"
"believe," and similar expressions are intended to identify
forward-looking statements. These forward looking statements
include, but are not limited to, expectations regarding the
proposed 2031 notes offering and the use of proceeds
therefrom. 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:
- risks related to the proposed 2031 notes offering, including
the effect of the debt markets on the offering and our ability to
satisfy the closing conditions to the offering;
- the continuing impact of the dynamic and rapidly evolving
novel coronavirus (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, any of which may
also have the effect of heightening many of the other risks and
uncertainties discussed below;
- our need, ability and willingness to utilize any funds
received under the Coronavirus Aid Relief, and Economic Security
Act (CARES Act) or subsequent legislation, and the consequences of
our decisions with respect thereto;
- 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
End Stage Renal Disease 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 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 and the timing of any such stock
repurchases;
- 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 risk factors set
forth in Part I, Item 1A. of our Annual Report on Form 10-K for the
year ended December 31, 2019, Part
II, Item 1A. of our Quarterly Reports on Form 10-Q for the periods
ended March 31, 2020 and June 30, 2020, and the other risks and
uncertainties discussed in any subsequent reports that we file or
furnish with the Securities and Exchange Commission 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 currently 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.
Contact: Jim Gustafson
Investor Relations
DaVita Inc.
jim.gustafson@davita.com
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SOURCE DaVita