DENVER, Sept. 15, 2020 /PRNewswire/ -- DAVITA
INC. (NYSE: DVA) ("DaVita"), a health care
provider focused on transforming care delivery to improve quality
of life for patients globally and one of the largest providers of
kidney care services in the United
States, announced today the preliminary results
of its modified "Dutch auction" tender offer for up to $1.0
billion of its common stock at a price per share of not less
than $77.00 and not more than $88.00, which expired
at 12:00 midnight, New York City time, at the end of the
day on September 14, 2020.
Based on the preliminary count by the depositary for the tender
offer, a total of 8,000,679 shares of DaVita's common stock were
validly tendered and not validly withdrawn at or below the price
of $88.00 per share, including 3,388,259 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, DaVita
expects to purchase a total of 8,000,679 shares of its common stock
through the tender offer at a price of $88.00 per share, for a
total cost of $704,059,752, excluding fees and expenses
related to the tender offer.
The total of 8,000,679 shares that DaVita expects to accept for
purchase represents approximately 6.6% of DaVita's total
outstanding shares of common stock as of September 14, 2020.
The number of shares expected to be purchased in the tender
offer is 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 two business day period. The
final number of shares to be purchased in the tender offer 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 will occur promptly following the completion of
the confirmation process.
DaVita expects to finance the share purchases in the tender
offer with cash on hand.
The dealer manager for the tender offer is BofA Securities, Inc.
Georgeson LLC is serving as information agent for the tender offer
and Computershare is serving as the depositary for the tender
offer.
Investor Contact Information
Jim Gustafson
Vice President, Investor Relations
(310) 536-2585
jim.gustafson@davita.com
About DaVita Inc.
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 United States
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.
All statements in this release, other than statements of
historical fact, are forward-looking statements. Without limiting
the foregoing, statements including the words "expect," "intend,"
"will," "plan," "anticipate," "believe," and similar expressions
are intended to identify forward-looking statements. These
forward-looking statements include but are not limited to
statements related to 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 number of shares purchased in the tender offer, which
may differ from the preliminary results indicated in this release,
including to the extent that shares tendered through notice of
guaranteed delivery are not delivered within the required two
business day period;
- the delivery within the required two business day
period of shares tendered through notice of guaranteed
delivery;
- our ability to complete the tender offer, including the
number of shares we are able to purchase pursuant to the tender
offer;
- our ability to achieve the benefits contemplated by the
tender offer;
- any adverse impact that the tender offer may have on us and
the trading market for our common stock;
- the continuing impact of the dynamic and rapidly evolving
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, including a potential negative impact on our
commercial mix, any of which may also have the effect of
heightening many of the other risks and uncertainties discussed
below;
- 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
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 AB290 and 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 (including the tender offer
described above) and the timing of any such stock repurchases, as
well as our use of a considerable amount of available funds to
repurchase stock;
- 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 risks described in
Part I, Item 1A "Risk Factors" and Part II, Item 7 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" included in our Annual Report on Form 10-K for the year
ended December 31, 2019, Part I, Item
2 "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and Part II, Item 1A "Risk Factors" in each
of our Quarterly Reports on Form 10-Q for the quarters ended
March 31 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 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,
except as may otherwise be required by law.
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SOURCE DaVita Inc.