DENVER, April 21, 2015 /PRNewswire/ — DaVita HealthCare Partners Inc. (NYSE: DVA) (the “Company”) today announced the closing of its previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of its outstanding 6 5/8% Senior Notes due 2020 (the “2020 Notes”). The Tender Offer expired at 5:00 p.m., Eastern Time, on April 20, 2015 (the “Expiration Time”). At the Expiration Time, valid tenders had been received with respect to approximately $599.6 million of the $775 million aggregate principal amount of the 2020 Notes outstanding.
The Company has accepted for payment all 2020 Notes validly tendered prior to the Expiration Time pursuant to the Tender Offer. On April 21, 2015, such tendering holders will receive the purchase price in the amount of $1,053.19 for each $1,000 principal amount of 2020 Notes tendered, plus accrued and unpaid interest to, but not including, the date hereof. In addition, the Company will accept any additional 2020 Notes properly tendered by means of the guaranteed delivery procedures provided. In accordance with the indenture, on April 20, 2015, the Company issued an irrevocable notice of redemption with respect to all outstanding 2020 Notes that were not tendered in the Tender Offer. The redemption date is May 20, 2015.
About DaVita HealthCare Partners
DaVita HealthCare Partners Inc., a Fortune 500® company, is the parent company of DaVita Kidney Care and HealthCare Partners. DaVita Kidney Care 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. As of Dec. 31, 2014, DaVita Kidney Care operated or provided administrative services at 2,179 outpatient dialysis centers located in the United States serving approximately 173,000 patients. The Company also operated 91 outpatient dialysis centers located in 10 countries outside the United States. HealthCare Partners manages and operates medical groups and affiliated physician networks in Arizona, California, Nevada, New Mexico, and Florida in its pursuit to deliver excellent-quality health care in a dignified and compassionate manner. As of Dec. 31, 2014, HealthCare Partners provided integrated care management for approximately 837,000 patients.
DaVita HealthCare Partners Inc. engaged BofA Merrill Lynch as the Dealer Manager. Questions regarding the Tender Offer may be directed to BofA Merrill Lynch at (888) 292‑0070 (toll-free) or (980) 388‑3646 (collect).
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 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 Information
Investors:
Jim Gustafson
(310) 536-2585
Jim.Gustafson@DaVita.com
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SOURCE DaVita HealthCare Partners Inc.