DaVita Inc. : Announces Offering of $1.0 Billion Senior Notes
08/13/2012| 05:50pm US/Eastern

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DaVita Inc. (NYSE: DVA) ("DaVita" or the "Company") announced today that
it intends to offer, subject to market and other conditions, $1.0
billion principal amount of senior notes due 2022 (the "Senior Notes").
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 and
available cash to repay $198.5 million of the Term Loan A-2 outstanding
under the Company's existing senior secured credit agreement, to repay
HCP's existing indebtedness, and to pay related fees and expenses. 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 dg.prospectus_requests@baml.com,
Credit Suisse Securities (USA) LLC at (800) 221-1037 or Newyork.prospectus@credit-suisse.com,
Goldman, Sachs & Co. at (866) 471-2526 or prospectus-ny@ny.email.gs.com,
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 cmclientsupport@wellsfargo.com.
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.
About DaVita
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.
Forward-Looking Statements
This release contains forward-looking statements, within the meaning of
the federal securities laws, including statements related to the
offering, the Merger and the anticipated uses of proceeds of the
offering. Factors which could impact future results include the
uncertainties associated with governmental regulations, general economic
and other market conditions, competition, accounting estimates, the
variability of our cash flows and the risk factors set forth in our SEC
filings, including our Annual Report on Form 10-K for the year ended
December 31, 2011, our quarterly reports on Form 10-Q for the first
quarter ended March 31, 2012 and the second quarter ended June 30, 2012
and subsequent quarterly reports filed on Form 10-Q and the registration
statement filed on Form S-3 and the related Prospectus Supplement filed
in connection with the offering of the Senior Notes. The forward-looking
statements should be considered in light of these risks and
uncertainties.
These risks and uncertainties include those relating to: the
concentration of profits generated from commercial payor plans;
continued downward pressure on average realized payment rates from
commercial payors, which may result in the loss of revenue or patients;
a reduction in the number of patients under higher-paying commercial
plans; a reduction in government payment rates under the Medicare End
Stage Renal Disease program or other government-based programs; the
impact of health care reform legislation that was enacted in the U.S. in
March 2010; changes in pharmaceutical or anemia management practice
patterns, payment policies, or pharmaceutical pricing; our ability to
maintain contracts with physician medical directors; legal compliance
risks, including our continued compliance with complex government
regulations; current or potential investigations by various governmental
entities and related government or private-party proceedings; the impact
of our agreement in principle to settle all allegations relating to
claims arising out of the previously disclosed litigation filed in 2002
in the U.S. District Court in the Eastern District of Texas to resolve
the federal program claims regarding EPO relating to historical EPO
practices dating back to 1997; continued increased competition from
large and medium-sized dialysis providers that compete directly with us;
the emergence of new models of care introduced by the government or
private sector, such as accountable care organizations, independent
practice association and integrated delivery systems, and changing
affiliation models for physicians, such as employment by hospitals, that
may erode our patient base and reimbursement rates; our ability to
complete any acquisitions, mergers or dispositions that we might be
considering or announce, including the HCP Transaction, or integrate and
successfully operate any business we may acquire; expansion of our
operations and services to markets outside the U.S., or to businesses
outside of dialysis.
We base our forward-looking statements on information currently
available to us at the time of this release, and we undertake no
obligation to update or revise any forward-looking statements, whether
as a result of changes in underlying factors, new information, future
events or otherwise.

Investor Contact Information:
DaVita Inc.
Jim Gustafson
310-536-2585
Jim.gustafson@davita.com
© Business Wire 2012
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