DENVER, April 14, 2015 /PRNewswire/ -- DaVita
HealthCare Partners Inc. (NYSE:DVA) (the "Company") today announced
that it has commenced a tender offer to purchase for cash (the
"Tender Offer") any and all of its outstanding 6 5/8% Senior Notes
due 2020 (the "Notes"). The Tender Offer is being made pursuant to
an Offer to Purchase (the "Offer to Purchase") and the related
Letter of Transmittal (the "Letter of Transmittal"), each dated
April 14, 2015.
The Tender Offer will expire at 5:00
p.m., New York City time,
on April 20, 2015, unless extended or
earlier terminated as described in the Offer to Purchase (such time
and date, as they may be extended, the "Expiration Time"). Holders
of Notes who validly tender (and do not validly withdraw) their
Notes at or prior to the Expiration Time, or who deliver to the
tender agent and information agent a properly completed and duly
executed Notice of Guaranteed Delivery in accordance with the
instructions described in the Offer to Purchase prior to the
Expiration Time, will receive in cash $1,053.19 per $1,000 principal amount of Notes validly tendered
and accepted for purchase (the "Purchase Price") payable for such
tendered Notes that are accepted by the Company for purchase in the
Tender Offer, plus accrued and unpaid interest to, but not
including, the settlement date, which is expected to be
April 21, 2015.
The following table shows the Notes included in the Tender
Offer, the principal amount outstanding and the Purchase Price for
the Notes:
Title of
Security
|
CUSIP
Number/ISIN
|
Principal
Amount
Outstanding
|
Purchase
Price
|
6 5/8% Senior Notes
due 2020
|
23918KAM0/US23918KAM09
|
$775,000,000
|
$1,053.19
|
Tendered Notes may be withdrawn at any time prior to the
Expiration Time. The Tender Offer is subject to the satisfaction or
waiver of a number of conditions as set forth in the Offer to
Purchase, including the receipt by the Company of proceeds from a
proposed debt financing on terms reasonably satisfactory to the
Company generating net proceeds in an amount that is sufficient to
effect the repurchase of the Notes validly tendered and accepted
for purchase pursuant to the Tender Offer. The Company may amend,
extend or terminate the Tender Offer, in its sole discretion and
subject to applicable law.
The Company has appointed D. F.
King & Co., Inc. to serve as the tender agent and
information agent for the Tender Offer.
DaVita HealthCare Partners Inc. has engaged BofA Merrill Lynch
to serve as dealer manager for the Tender Offer. For additional
information regarding the terms of the Tender Offer, please contact
BofA Merrill Lynch at (888) 292‑0070 (toll-free) or
(980) 388‑3646 (collect). Questions regarding the Tender Offer
should be directed to D. F. King
& Co., Inc., at (212) 269-5550 (banks and brokers) or (866)
796-1245 (toll free). Documents for the Tender Offer, including the
Offer to Purchase, Letter of Transmittal and Notice of Guaranteed
Delivery, are available at http://www.dfking.com/davita and may
also be obtained by contacting D. F.
King & Co., Inc. by telephone or by email at
davita@dfking.com.
This announcement shall not constitute an offer to sell or
the solicitation of an offer to buy any debt
securities.
This release contains forward-looking
statements, including statements related to anticipated refinancing
transactions. Factors that could impact future results
include the uncertainties associated with the risk factors set
forth in our SEC filings, including our annual report on Form 10-K
for the year ended December 31, 2014,
our subsequent quarterly reports (if any) and our current reports
on Form 8-K. The forward-looking statements should be considered in
light of these risks and uncertainties.
These risks and uncertainties include, but are not limited
to, and are qualified in their entirety by reference to the full
text of those risk factors in our SEC filings relating
to:
- risks resulting from 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 of patients under such plans, which may
result in the loss of revenues or patients,
- a reduction in government payment rates under the Medicare
End Stage Renal Disease program or other government-based
programs,
- the impact of the Center for Medicare and Medicaid Services
2015 Medicare Advantage benchmark structure,
- risks arising from potential federal and/or state
legislation that could have an adverse effect on our operations and
profitability,
- changes in pharmaceutical or anemia management practice
patterns, payment policies, or pharmaceutical pricing,
- legal compliance risks, including the Company's continued
compliance with complex government regulations, compliance with the
provisions of our current corporate integrity agreement, and
current or potential investigations by various government entities
and related government or private-party proceedings, and
restrictions on the Company's business and operations required by a
corporate integrity agreement and other settlement terms, and the
financial impact thereof,
- continued increased competition from large and medium-sized
dialysis providers that compete directly with the Company,
- the Company's 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 the Company's patient base and
reimbursement rates such as accountable care organizations,
independent practice associations and integrated delivery
systems, or to businesses outside of dialysis and HealthCare
Partners' ("HCP") business,
- the Company's ability to complete acquisitions, mergers or
dispositions that the Company might be considering or announce, or
to integrate and successfully operate any business the Company may
acquire or have acquired, including HCP, or to expand the Company's
operations and services to markets outside the U.S.,
- variability of the Company's cash flows,
- the risk that the Company might invest material amounts of
capital and incur significant costs in connection with the growth
and development of the Company's international operations,
yet the Company might not be able to operate them profitably
anytime soon, if at all,
- risks arising from the use of accounting estimates,
judgments and interpretations in our financial statements,
- loss of key HCP employees, potential disruption from the HCP
transaction making it more difficult to maintain business and
operational relationships with customers, partners, associated
physicians and physician groups, hospitals and others,
- the risk that laws regulating the corporate practice of
medicine could restrict the manner in which HCP conducts its
business,
- the risk that the cost of providing services under HCP's
agreements may exceed the Company's compensation,
- the risk that reductions in reimbursement rates, including
Medicare Advantage rates, and future regulations may negatively
impact HCP's business, revenue and profitability,
- the risk that HCP may not be able to successfully establish
a presence in new geographic regions or successfully address
competitive threats that could reduce its profitability,
- the risk that a disruption in HCP's healthcare provider
networks could have an adverse effect on HCP's business operations
and profitability,
- the risk that reductions in the quality ratings of health
maintenance organization plan customers of HCP could have an
adverse effect on HCP's business, and
- the risk that health plans that acquire health maintenance
organizations may not be willing to contract with HCP or may be
willing to contract only on less favorable terms.
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.
Contact: Jim Gustafson
Investor Relations
DaVita HealthCare Partners Inc.
(310) 536-2585
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SOURCE DaVita HealthCare Partners Inc.