08/19/2019 | Press release | Distributed by Public on 08/19/2019 04:34
DENVER, Aug. 19, 2019/PRNewswire / -- 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 billionof its common stock at a price per share not less than $53.50and not more than $61.50, which expired at 12:00 midnight, New York Citytime, 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for the tender offer, a total of 21,969,132 shares of the Company's common stock were validly tendered and not validly withdrawn at or below the price of $56.50per share, including 13,467,338 shares that were tendered through notice of guaranteed delivery.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 billionsenior 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 billionand 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.
Vice President, Investor Relations
About DaVita Inc. DaVita (NYSE: DVA) is a Fortune 500® health care provider focused on transforming care delivery to improve quality of life for patients around the globe. DaVita is the largest provider of kidney care services in the U.S. and has been a leader in clinical quality and innovation for 20 years. Through DaVita Kidney Care, DaVita 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. As of June 30, 2019, DaVita served approximately 205,000 patients at 2,723 outpatient dialysis centers in the United States. DaVita also operated 248 outpatient dialysis centers in nine countries across the world. DaVita has reduced hospitalizations, improved mortality, and worked collaboratively to propel the kidney care industry to adopt an equitable and high-quality standard of care for all patients, everywhere. To learn more about how DaVita is leading the health care evolution, please, visit DaVita.com/About.
DaVita Inc. and its representatives may from time to time make written and oral forward-looking statements, including statements in this release, filings with the Securities and Exchange Commission ('SEC'), reports to stockholders and in meetings with investors and analysts. All such 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'. Without limiting the foregoing, statements including the words 'expect,' 'intend,' 'will,' 'plan,' 'anticipate,' 'believe,' 'forecast,' 'guidance,' 'outlook,' 'goals,' and similar expressions are intended to identify forward-looking statements.
These forward-looking statements include but are not limited to statements related to our expectations regarding our proposed purchase of shares in the tender offer, the source of financing for those purchases, the amount of shares to be purchased (including the amount of shares tendered through notice of guaranteed delivery) and the purchase price per share.
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:
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 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.
SOURCE DaVita Inc.