Item 8.01. Other Events.
On May 26, 2020, DaVita Inc. (the "Company") issued a press release, made
pursuant to Rule 135c promulgated under the Securities Act of 1933, as amended,
announcing the commencement of a private offering, subject to market and other
conditions, of $1.75 billion aggregate principal amount of its Senior Notes due
2030 (the "2030 Notes"). A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated by reference herein.
Prior to the closing date of this offering, the Company will deliver a notice of
its election to redeem all $1.75 billion aggregate principal amount outstanding
of its 5.125% Senior Notes due 2024 (CUSIP No. 23918K AQ1; ISIN No.
US23918KAQ13) (the "2024 Notes") on July 15, 2020 (the "Redemption Date"),
conditioned upon the completion of the 2030 Notes offering. Pursuant to such
notice, and conditioned upon the completion of the 2030 Notes offering, all of
the outstanding 2024 Notes will be redeemed at a redemption price of 101.708% of
the principal amount thereof plus accrued and unpaid interest to, but excluding,
the Redemption Date in accordance with the terms of the Indenture, dated as of
June 13, 2014, as supplemented, among the Company, the guarantors party thereto
and The Bank of New York Mellon Trust Company, N.A., as trustee. The Company
intends to use the net proceeds from the 2030 Notes offering referred to above,
together with cash on hand, to finance the redemption of the 2024 Notes and pay
all fees and expenses related to such redemption and the offering.
This Current Report on Form 8-K does not constitute a notice of redemption of
the 2024 Notes. The CUSIP and ISIN numbers set forth above are included solely
for informational purposes. The Company is not responsible for the use or
selection of the CUSIP and ISIN numbers and no representation is made as to the
correctness or accuracy of the CUSIP or ISIN numbers set forth above.
This Current Report on Form 8-K (and the exhibit hereto) shall not constitute an
offer to sell or the solicitation of an offer to buy the 2030 Notes and shall
not constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated May 26, 2020.
104.0 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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