Item 1.01. Entry into a Material Definitive Agreement.




Issuance and Sale of 3.750% Senior Notes due 2031
On August 11, 2020 (the "Closing Date"), DaVita Inc., a Delaware corporation
(the "Company"), completed the previously announced private offering of $1.5
billion aggregate principal amount of its 3.750% Senior Notes due 2031 (the
"2031 Notes").
The 2031 Notes and related subsidiary guarantees were offered and sold in a
private transaction exempt from the registration requirements of the Securities
Act of 1933, as amended (the "Securities Act"), to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and to non-U.S.
persons outside of the United States pursuant to Regulation S under the
Securities Act. The 2031 Notes and related subsidiary guarantees have not been,
and will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and other applicable securities laws.
The Company intends to use the net proceeds from the 2031 Notes offering,
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") on
August 21, 2020 (the "Redemption Date"). As previously announced, the 2025 Notes
will be redeemed at a redemption price of 102.500% 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 April 17, 2015, as
supplemented, among the Company, the guarantors party thereto and The Bank of
New York Mellon Trust Company, N.A., as trustee. This Current Report on Form 8-K
does not constitute a notice of redemption of the 2025 Notes.
Indenture
The terms of the 2031 Notes and related subsidiary guarantees are governed by an
indenture, dated as of the Closing Date (the "Indenture"), among the Company, as
issuer, certain subsidiaries of the Company, as guarantors (collectively, the
"Guarantors"), and The Bank of New York Mellon Trust Company, N.A., as trustee
(in such capacity, the "Trustee").
Interest and Maturity. The 2031 Notes bear interest at a rate of 3.750% per
annum and mature on February 15, 2031. Interest is payable on the 2031 Notes on
February 15 and August 15 of each year, commencing on February 15, 2021.
Guarantees. The Company's obligations under the 2031 Notes and the Indenture are
jointly and severally and fully and unconditionally guaranteed by each of the
Company's domestic subsidiaries that guarantee the Company's obligations under
its existing senior secured credit facilities and any future domestic
subsidiaries that guarantee indebtedness obligations of the Company or any other
Company subsidiary, subject to certain exceptions set forth in the Indenture.
Ranking. The 2031 Notes and related subsidiary guarantees are the unsecured
senior obligations of the Company and the Guarantors, respectively, and (i) rank
equally in right of payment with all other existing and future senior
indebtedness of the Company and the Guarantors; (ii) are effectively
subordinated to all existing and future secured indebtedness of the Company and
the Guarantors (including indebtedness under the Company's existing senior
secured credit facilities) to the extent of the value of the collateral securing
such indebtedness; (iii) are structurally subordinated to all existing and
future indebtedness, guarantees and other liabilities (including trade payables)
of the Company's subsidiaries that do not guarantee the 2031 Notes; and (iv) are
senior in right of payment to all of the Company's existing and future unsecured
indebtedness that is, by its terms, expressly subordinated in right of payment
to the 2031 Notes.
Covenants. The Indenture contains restrictive covenants that limit the ability
of the Company and its Guarantors to, among other things, create certain liens;
enter into certain sale/leaseback transactions; or merge with or into, or
convey, transfer or lease all or substantially all its assets. These covenants
are subject to a number of important exceptions and qualifications as set forth
in the Indenture.
Events of Default. The Indenture provides for events of default (subject in
certain cases to customary grace and cure periods), which include, among others,
nonpayment of principal or interest when due, breach of covenants or other
agreements in the Indenture, defaults in payment of certain other indebtedness
and certain events of bankruptcy or insolvency. Generally, if an event of
default occurs, the Trustee or the holders of at least 25% in principal amount
of the outstanding 2031 Notes may declare the principal of and accrued but
unpaid interest on all of the 2031 Notes to be due and payable immediately.
Optional Redemption. At any time prior to February 15, 2026 the Company may
redeem the 2031 Notes, in whole or from time to time in part, at a "make-whole"
premium as set forth in the Indenture and form of 2031 Notes, plus accrued and
unpaid interest, if any, to, but excluding, the redemption date. At any time on
or after February 15, 2026, the Company may redeem the 2031 Notes, in whole or
from time to time in part at the redemption prices set forth in the Indenture
and form of 2031 Notes, plus



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accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time on or prior to August 15, 2023, the Company may redeem up to 40% of the original aggregate principal amount of the 2031 Notes with the net cash proceeds of certain equity offerings, as described in the Indenture, at a redemption price equal to 103.750% of the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences certain change of control events, the Company must offer to repurchase all of the 2031 Notes (unless otherwise redeemed) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. No Registration Rights or Listing. The 2031 Notes and related subsidiary guarantees do not have the benefit of any registration or similar rights. The 2031 Notes will not be listed on any securities exchange. The foregoing descriptions of the Indenture and the 2031 Notes do not purport to be complete and are qualified in their entirety by reference to the actual Indenture and form of 2031 Notes, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an


             Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.




Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number       Description
  4.1        Indenture, dated as of August 11, 2020, by and among DaVita Inc.,
             the subsidiary guarantors party thereto and The Bank of New York
             Mellon Trust Company, N.A., as trustee.
  4.2        Form of 3.750% Senior Notes due 2031 (included as Exhibit A to the
             Indenture filed herewith as Exhibit 4.1).
104.1        Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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