DaVita Announces Preliminary Results Of Self-Tender Offer

DaVita Inc. (NYSE: DVA), “DaVita,” a Fortune 500^® health care provider focused on transforming care delivery to improve quality of life for patients around the globe and the largest provider of kidney care services in the U.S., announced today the preliminary results of its modified “Dutch auction” tender offer for up to $1.2 billion of its common stock at a price per share not less than $53.50 and not more than $61.50, which expired at 12:00 midnight, New York City time, at the end of the day on August 16, 2019.

Based on the preliminary count by the depositary for the tender offer, a total of 21,969,132 shares of the Company’s common stock were validly tendered and not validly withdrawn at or below the price of $56.50 per share, including 13,467,338 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, the Company expects to repurchase a total of 21,969,132 shares of its common stock through the tender offer at a price of $56.50per share, for a total cost of $1,241,255,958.00, excluding fees and expenses but including an additional 730,194 shares that the Company plans to accept for repurchase in accordance with Rule 13e-4(f) of the Securities Exchange Act of 1934, as amended, which allows the Company to accept an additional number of shares not to exceed 2.0% of its outstanding shares of common stock.  The total of 21,969,132 shares that the Company expects to accept for repurchase represents approximately 13.7% of the Company’s total outstanding shares of common stock as of August 16, 2019.

As previously announced, on August 12, 2019, the Company entered into a new $5.5 billion senior secured credit agreement with the guarantors party thereto, the several banks and other financial institutions or entities party thereto, and Wells Fargo Bank, National Association, as administrative and collateral agent (the “New Credit Agreement”). The New Credit Agreement consists of a five-year secured revolving loan facility in an aggregate amount of $1.0 billion, a five-year secured term loan A facility with a delayed draw feature in an aggregate amount of $1.75 billion and a seven-year secured term loan B facility in an aggregate amount of $2.75 billion.  The Company expects to fund the purchase of shares in the tender offer with borrowings under the New Credit Agreement.

The number of shares expected to be purchased in the tender offer and the purchase price per share are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the required three business day period.  The final number of shares to be purchased in the tender offer and the final purchase price per share will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly following the completion of the confirmation process.

The dealer manager for the tender offer is Credit Suisse Securities (USA) LLC. Georgeson LLC is serving as information agent for the tender offer and Computershare is serving as the depositary for the tender offer. – Bio Space