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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DaVita Inc | NYSE:DVA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.96 | 2.03% | 148.80 | 151.05 | 145.30 | 146.29 | 1,105,894 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
DaVita Inc.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Common Stock, $0.001 par value
(Title of Class of Securities)
23918K108
(CUSIP Number of Class of Securities)
Kathleen A. Waters
Chief Legal Officer
DaVita Inc.
2000 16th Street
Denver, CO 80202
(720) 631-2100
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Sharon Flanagan, Esq.
Eric Haueter, Esq.
Sidley Austin LLP
555 California Street
Suite 2000
San Francisco, CA 94104
(415) 772-1200
CALCULATION OF FILING FEE
|
||
Transaction valuation(1) | Amount of filing fee(2) | |
$1,000,000,000 |
$129,800 | |
|
||
|
(1) |
The transaction valuation is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase for not more than $1,000,000,000 in aggregate of up to 12,987,012 shares of Common Stock, $0.001 par value, at the minimum tender offer price of $77.00 per share. |
(2) |
The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $129.80 per $1,000,000 of the value of the transaction. |
☐ |
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: N/A | Filing Party: N/A | |
Form or Registration No.: N/A | Date Filed: N/A |
☐ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ |
third-party tender offer subject to Rule 14d-1. |
☒ |
issuer tender offer subject to Rule 13e-4. |
☐ |
going-private transaction subject to Rule 13e-3. |
☐ |
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ |
Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
This Tender Offer Statement on Schedule TO (this Schedule TO) relates to the offer by DaVita Inc., a Delaware corporation (DVA or the Company), to purchase for cash up to $1.0 billion of shares (the shares) of its common stock, $0.001 par value per share (the common stock), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $77.00 and not more than $88.00 per share, or (ii) purchase price tenders, in either case, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated August 17, 2020 (the Offer to Purchase), a copy of which is filed herewith as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the Letter of Transmittal and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the Tender Offer), a copy of which is attached hereto as Exhibit (a)(1)(B). This Schedule TO is being filed in accordance with Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act).The information contained in the Offer to Purchase and the Letter of Transmittal is hereby incorporated by reference in response to all the items of this Schedule TO, and as more particularly set forth below.
Item 1. |
Summary Term Sheet. |
The information under the heading Summary Term Sheet, included in the Offer to Purchase, is incorporated herein by reference.
Item 2. |
Subject Company Information. |
(a) The name of the subject company and issuer of the securities to which this Schedule TO relates is DaVita Inc. The address and telephone number of its principal executive office are 2000 16th Street, Denver, Colorado 80202, (720) 631-2100.
(b) The subject securities to which this Schedule TO relates are shares of common stock, $0.001 par value, of DaVita Inc. As of August 14, 2020, there were 121,989,075 shares of the Companys common stock issued and outstanding. The information set forth in the Offer to Purchase under the heading Introduction is incorporated herein by reference.
(c) Information about the trading market and price of the shares of the Companys common stock set forth in the Offer to Purchase under the heading Section 8 Price Range of Shares; Dividends is incorporated herein by reference.
Item 3. |
Identity and Background of Filing Person. |
(a) The filing person to which this Schedule TO relates is DaVita Inc. The business address and telephone number of DVA is set forth under Item 2(a) above. The names and business addresses of the directors and executive officers of DVA are as set forth in the Offer to Purchase under the heading Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, and such information is incorporated herein by reference.
Item 4. |
Terms of the Transaction. |
(a) The material terms of the transaction set forth in the Offer to Purchase under the headings Summary Term Sheet, Section 1 Number of Shares; Purchase Price; Proration, Section 2 Purpose of the Offer; Certain Effects of the Offer, Section 3 Procedures for Tendering Shares, Section 4 Withdrawal Rights, Section 5 Purchase of Shares and Payment of Purchase Price, Section 6 Conditional Tender of Shares, Section 7 Conditions of the Offer, Section 9 Source and Amount of Funds, Section 10 Certain Information Concerning the Company, Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares, Section 14 Material U.S. Federal Income Tax Consequences and Section 16 Extension of the Offer; Termination; Amendment are incorporated herein by reference.
2
(b) Information regarding purchases from officers, directors and affiliates of DVA set forth in the Offer to Purchase under the heading Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares is incorporated herein by reference.
Item 5. |
Past Contacts, Transactions, Negotiations and Agreements. |
(e) The information set forth in the Offer to Purchase under the headings Section 8 Price Range of Shares; Dividends and Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares is incorporated herein by reference.
Item 6. |
Purposes of the Transaction and Plans or Proposals. |
(a) Information regarding the purpose of the transaction set forth in the Offer to Purchase under the headings Summary Term Sheet and Section 2 Purpose of the Offer; Certain Effects of the Offer is incorporated herein by reference.
(b) Information regarding the treatment of shares acquired pursuant to the Tender Offer set forth in the Offer to Purchase under the heading Section 2 Purpose of the Offer; Certain Effects of the Offer is incorporated herein by reference.
(c) Information about any plans or proposals set forth in the Offer to Purchase under the headings Section 2 Purpose of the Offer; Certain Effects of the Offer and Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares is incorporated herein by reference.
Item 7. |
Source and Amount of Funds or Other Consideration. |
(a) Information regarding the source of funds set forth in the Offer to Purchase under the heading Section 9 Source and Amount of Funds is incorporated herein by reference.
(b) Information regarding conditions to the financing set forth in the Offer to Purchase under the headings Section 7 Conditions of the Offer and Section 9 Source and Amount of Funds is incorporated herein by reference. There are no alternative financing arrangements or financing plans for the Tender Offer.
(d) Information regarding the source of funds set forth in the Offer to Purchase under the heading Section 9 Source and Amount of Funds is incorporated herein by reference.
Item 8. |
Interest in Securities of the Subject Company. |
(a) The information set forth under the heading Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares in the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under the heading Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares in the Offer to Purchase is incorporated herein by reference.
Item 9. |
Persons/Assets, Retained, Employed, Compensated or Used. |
(a) The information set forth under the headings Summary Term Sheet and Section 17 Fees and Expenses in the Offer to Purchase is incorporated herein by reference.
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Item 10. Financial |
Statements. |
(a) Not applicable.
(b) Not applicable.
Item 11. Additional |
Information. |
(a)(1) The information set forth under the heading Section 11 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares in the Offer to Purchase is incorporated herein by reference. The Company will amend this Schedule TO to reflect material changes to information incorporated by reference in the Offer to Purchase to the extent required by Rule 13e-4(d)(2) of the Exchange Act.
(a)(2) The information set forth under the heading Section 13Legal Matters; Regulatory Approvals in the Offer to Purchase is incorporated herein by reference.
(a)(3) Not applicable.
(a)(4) The information set forth under the headings Section 2 Purpose of the Offer; Certain Effects of the Offer and Section 12 Effects of the Offer on the Market for Shares; Registration under the Exchange Act in the Offer to Purchase is incorporated herein by reference.
(a)(5) There are no material pending legal proceedings relating to the Offer. The information set forth under the heading Section 13 Legal Matters; Regulatory Approvals in the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.
The Company will amend this Schedule TO to include documents that the Company may file with the Securities and Exchange Commission after the date of the Offer to Purchase pursuant to Sections 13(a), 13(c) or 14 of the Exchange Act and prior to the expiration of the Tender Offer to the extent required by Rule 13e-4(d)(2) of the Exchange Act.
Item 12. Exhibits. |
|
Exhibit
|
Description |
|
(a)(1)(A)✓ | Offer to Purchase, dated August 17, 2020. | |
(a)(1)(B)✓ | Letter of Transmittal. | |
(a)(1)(C)✓ | Notice of Guaranteed Delivery. | |
(a)(1)(D)✓ | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 17, 2020. | |
(a)(1)(E)✓ | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated August 17, 2020. | |
(a)(1)(F)✓ | Summary Advertisement, dated August 17, 2020. | |
(a)(1)(G)✓ | Email Communication to Employees of DaVita Inc. and its Subsidiaries | |
(a)(1)(H)✓ | Letter to SSAR Holders |
4
5
* |
Management contract or executive compensation plan or arrangement |
✓ |
Filed herewith |
(1) |
Filed on August 14, 2019 as an exhibit to the Companys Current Report on Form 8-K. |
(2) |
Filed on February 21, 2020 as an exhibit to the Companys Annual Report on Form 10-K. |
(3) |
Filed on February 22, 2019 as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2018. |
(4) |
Filed on May 7, 2019 as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. |
6
(5) |
Filed on February 24, 2017 as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2016. |
(6) |
Filed on May 2, 2017 as an exhibit to the Companys Quarterly Report on 10-Q for the quarter ended March 31, 2017. |
(7) |
Filed on March 1, 2013 as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2012. |
(8) |
Filed on June 18, 2009 as an exhibit to the Companys Current Report on Form 8-K. |
(9) |
Filed on April 28, 2014 as Appendix A to the Companys Definitive Proxy Statement on Schedule 14A. |
(10) |
Filed on November 6, 2014 as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended September 30, 2014. |
(11) |
Filed on August 4, 2011 as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2011. |
(12) |
Filed on August 1, 2018 as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. |
(13) |
Filed on April 17, 2015 as an exhibit to the Companys Current Report on Form 8-K. |
(14) |
Filed on July 22, 2019 as an exhibit to the Companys Tender Offer Statement on Schedule TO-I. |
(15) |
Filed on May 4, 2020 as an exhibit to the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. |
(16) |
Filed on June 9, 2020 as an exhibit to the Companys Current Report on Form 8-K. |
(17) |
Filed as Annex A to the Companys Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 27, 2020 |
(18) |
Filed on July 30, 2020 as an exhibit to the Companys Current Report on Form 8-K. |
(19) |
Filed on August 11, 2020 as an exhibit to the Companys Current Report on Form 8-K. |
Item 13. |
Information Required by Schedule 13E-3. |
Not applicable.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DAVITA INC. | ||||||
Date: August 17, 2020 | By: |
/s/ Joel Ackerman |
||||
Name: Joel Ackerman | ||||||
Title: Chief Financial Officer and Treasurer |
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