DaVita Inc. Enters Material Definitive Agreement

TL;DR

DaVita just signed a big financial deal, filing an 8-K to let everyone know.

AI Summary

On August 13, 2024, DaVita Inc. entered into a material definitive agreement related to a direct financial obligation. The company, headquartered in Denver, Colorado, filed an 8-K report detailing this event. Specific details regarding the financial obligation and its terms are expected to be further elaborated in the filing.

Why It Matters

This filing indicates a significant financial commitment or obligation for DaVita Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements, especially those involving financial obligations, can introduce financial risks and operational changes for the company.

Key Players & Entities

• DaVita Inc. (company) — Registrant
• August 13, 2024 (date) — Date of earliest event reported
• Denver, Colorado (location) — Company Headquarters

FAQ

Key Financial Figures

• $0.001 — ge on which registered: Common Stock, $0.001 par value DVA New York Stock Exchan
• $1.0 billion — vate offering (the "Notes Offering") of $1.0 billion aggregate principal amount of its 6.875
• $1.1 billion — 028 in an aggregate principal amount of $1.1 billion (the "Incremental Term Loan A-1 Facilit
• $2,080.7 million — ted fees and expenses, of approximately $2,080.7 million. On the Closing Date, the Company used
• $950.0 million — ceeds to repay all of its approximately $950.0 million outstanding Tranche B-1 Term Loans matu
• $60.0 m — ving loans outstanding in the amount of $60.0 million, in each case, together with rela
• $350.0 m — ving loans outstanding in the amount of $350.0 million, together with related accrued an

Filing Documents

• dva4366031-8k.htm (8-K) — 41KB
• dva4366031-ex41.htm (EX-4.1) — 537KB
• dva4366031-ex101.htm (EX-10.1) — 1019KB
• 0001206774-24-000784.txt ( ) — 2152KB
• dva-20240813.xsd (EX-101.SCH) — 3KB
• dva-20240813_pre.xml (EX-101.PRE) — 22KB
• dva-20240813_lab.xml (EX-101.LAB) — 33KB
• dva4366031-8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 13, 2024 (the "Closing Date"), DaVita Inc. (the "Company") completed the previously announced private offering (the "Notes Offering") of $1.0 billion aggregate principal amount of its 6.875% Senior Notes due 2032 (the "2032 Notes"). The 2032 Notes and related subsidiary guarantees were offered and sold in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The 2032 Notes and related subsidiary guarantees have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. On the Closing Date, and as further described below, the Company also entered into an amendment (the "Sixth Amendment") to that certain Credit Agreement, dated as of August 12, 2019 (as previously amended, restated, supplemented, or otherwise modified, and as further amended by the Sixth Amendment, the "Credit Agreement"), in each case, by and among the Company, its subsidiary guarantors, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender, to, among other things, establish an incremental tranche of senior secured term "A" loans maturing on April 28, 2028 in an aggregate principal amount of $1.1 billion (the "Incremental Term Loan A-1 Facility"). The Company received total net proceeds from the Notes Offering and the Incremental Term Loan A-1 Facility, after deducting the initial purchasers' discount and other estimated fees and expenses,

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture, dated as of August 13, 2024, by and among DaVita Inc., the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. 4.2 Form of 6.875% Senior Notes due 2032 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1). 10.1* Sixth Amendment, dated as of August 13, 2024, to that certain Credit Agreement, dated as of August 12, 2019, by and among DaVita Inc., certain subsidiary guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender (including a conformed copy of the Credit Agreement, reflecting all amendments through the Sixth Amendment, attached as Annex A thereto). 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules (or similar attachments) upon request by the U.S. Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DAVITA INC. Date: August 14, 2024 By: /s/ Joel Ackerman Joel Ackerman Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR