Monday July 22, 2019 0 comments
DENVER -- DaVita Inc. (NYSE: DVA), the largest provider of kidney care services in the U.S., announced it has commenced a modified "Dutch auction" tender offer for up to $1.2 billion of its common stock at a price per share not less than $53.50 and not greater than $61.50.
DaVita said the tender offer will expire at midnight, Eastern Daylight Time, on Aug. 16, 2019, unless extended by DaVita or otherwise terminated.
Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials, the company said.
A modified "Dutch auction" tender offer allows shareholders to indicate how many shares and at what price within DaVita's specified range they wish to tender.
Based on the number of shares tendered and the prices specified by the tendering shareholders, DaVita will determine the lowest price per share within the specified range that will enable DaVita to purchase shares having an aggregate purchase price of up to $1.2 billion.
DaVita also reserves the right, in the event that more than $1.2 billion of its shares are tendered in the tender offer at or below the purchase price, to purchase at its option up to an additional number of shares of common stock not to exceed 2% of the total number of its shares of common stock outstanding (exclusive of any shares of common stock held by or for DaVita's account or by or for the account of any of DaVita's subsidiaries) without amending or extending the tender offer.
All shares purchased by DaVita in the tender offer will be purchased at the same price. Shareholders whose shares are purchased in the tender offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the tender offer.
DaVita said it expects to enter into a new credit agreement and finance the share purchases in the tender offer with borrowings under such new credit agreement. The tender offer is not conditioned upon any minimum number of shares being tendered, but is subject to the successful execution of the new credit agreement with terms reasonably satisfactory to DaVita and total lender commitments of not less than $5.25 billion.
The tender offer documents also contain tendering instructions and a complete explanation of the tender offer's terms and conditions.
Dealer manager for the tender offer is Credit Suisse Securities (USA) LLC. Georgeson LLC is serving as information agent for the tender offer and Computershare is serving as the depositary for the tender offer.