Current Report Filing (8-k)
March 13 2018 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 12, 2018
DAVITA INC.
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-14106
|
|
No. 51-0354549
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
2000 16th Street
Denver, CO 80202
(Address
of principal executive offices including Zip Code)
(303)
405-2100
(Registrants telephone number, including area code)
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As previously disclosed, on December 5, 2017, DaVita Inc., a Delaware corporation
(DaVita), Collaborative Care Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Optum, Inc. (Buyer), and solely with respect to Section 9.3 and Section 9.18 thereto, UnitedHealth
Group Incorporated, a Delaware corporation, entered into an Equity Purchase Agreement (the Purchase Agreement). Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Buyer has agreed to acquire from
DaVita all of the issued and outstanding equity interests of DaVita Medical Holdings, LLC, which together with its direct and indirect subsidiaries and certain affiliates constitutes the DaVita Medical Group division of DaVita (the Pending
Transaction).
On March 12, 2018, DaVita received a request for additional information and documentary material (commonly referred to as a
second request) from the United States Federal Trade Commission (the FTC) pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the Act), in connection with the FTCs review of the
Pending Transaction. The completion of the Pending Transaction is subject to regulatory approvals and other customary closing conditions, including expiration or termination of the waiting period under the Act. The second request extends the waiting
period imposed by the Act until 30 days after DaVita and Buyer have substantially complied with the second request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC. DaVita and Buyer have been working, and
will continue to work, diligently and cooperatively with the FTC in connection with the FTCs review. DaVita continues to expect that the Pending Transaction will close in 2018.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form
8-K
contains statements that are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. DaVita intends these forward-looking statements to be covered by the safe harbor provisions for such statements. All
statements that do not concern historical facts are forward-looking statements and include, among other things, statements about our expectations, beliefs, intentions and/or strategies for the future such as statements about the anticipated timing
of the closing of the Pending Transaction. These statements can sometimes be identified by the use of forward-looking words such as may, believe, will, should, could, would,
expect, project, estimate, anticipate, plan, continue, seek, forecast, or intend or other similar words or expressions of the negative
thereof. These statements involve substantial known and unknown risks and uncertainties that could cause DaVitas actual plans and results to differ materially from those expressed or implied in the forward-looking statements, including, but
not limited to the risks and uncertainties associated with the timing, conditions and receipt of regulatory approvals and satisfaction of other closing conditions in connection with the Pending Transaction; potential disruption in connection with
the Pending Transaction making it more difficult to maintain business and operational relationships; our ability to complete dispositions that we announce; uncertainties related to our use of the proceeds from the Pending Transaction, including our
ability to repurchase stock; and the risk factors set forth in DaVitas filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report filed on Form
10-K
for the
year ended December 31, 2017, and subsequent reports filed with the SEC. These forward-looking statements should be considered in light of these risks and uncertainties. DaVita bases its forward-looking statements on information currently
available to it at the time of this report and undertakes no obligation to update or revise any forward-looking statements, whether as a result of changes in underlying circumstances, new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
DAVITA INC.
|
|
|
By:
|
|
/s/ Kathleen A. Waters
|
Name:
|
|
Kathleen A. Waters
|
Title:
|
|
Chief Legal Officer
|
Date: March 13, 2018
DaVita (NYSE:DVA)
Historical Stock Chart
From Mar 2024 to Apr 2024
DaVita (NYSE:DVA)
Historical Stock Chart
From Apr 2023 to Apr 2024