DaVita Inc. (NYSE: DVA) (“DaVita” or the “Company”) announced today the pricing of $1.25 billion principal amount of 5.750% Senior Notes due 2022 (the “Senior Notes”). The offering is expected to close on August 28, 2012, subject to satisfaction of customary market and other closing conditions.
DaVita intends to use the net proceeds from the offering, together with proceeds from its anticipated amended senior secured credit facilities and available cash, to finance the aggregate cash consideration for the acquisition of HealthCare Partners Holdings, LLC (the “HCP Transaction”) and to pay related fees and expenses upon closing of the HCP Transaction. Substantially simultaneously with the closing of the HCP Transaction, DaVita intends to use the proceeds from additional borrowings under its amended senior secured credit facilities to repay approximately $198 million of the Term Loan A-2 outstanding under the Company’s existing senior secured credit agreement, to repay HCP’s existing indebtedness, to pay related fees and expenses and for general corporate purposes. If the HCP Transaction is not consummated on or prior to November 30, 2012 (subject to the Company’s right to extend under certain circumstances) or the Merger Agreement related to the HCP Transaction is terminated before that date, DaVita will be required to redeem all of the Senior Notes.
The Senior Notes are being offered pursuant to an effective registration statement filed with the Securities and Exchange Commission. J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering. Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., Scotia Capital (USA) Inc., and SMBC Nikko Capital Markets Limited are acting as co-managers for the offering.
The offering of Senior Notes is being made only by means of the prospectus supplement and accompanying prospectus. You may obtain copies of the prospectus supplement and accompanying prospectus from J.P. Morgan Securities LLC at (800) 245-8812, Barclays Capital Inc. at (888) 603-5847 or Barclaysprospectus@ broadridge.com, BofA Merrill Lynch at
, Credit Suisse Securities (USA) LLC at (800) 221-1037 or
, Goldman, Sachs & Co. at (866) 471-2526 or
, Morgan Stanley & Co. LLC at (866) 718-1649, SunTrust Robinson Humphrey, Inc. at (404) 926-5052 and Wells Fargo Securities, LLC at (800) 326-5897 or
. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
DaVita Inc., a Fortune 500® company, is a leading provider of kidney care in the United States, delivering dialysis services to patients with chronic kidney failure and end stage renal disease. DaVita strives to improve patients’ quality of life by innovating clinical care, and by offering integrated treatment plans, personalized care teams and convenient health-management services. As of June 30, 2012, DaVita operated or provided administrative services at 1,884 outpatient dialysis centers located in the United States serving approximately 149,000 patients. The company also operated 19 outpatient dialysis centers located in four countries outside the United States.