Item 1.01. Entry into a Material Definitive Agreement.
Issuance and Sale of 3.750% Senior Notes due 2031 OnAugust 11, 2020 (the "Closing Date"),DaVita Inc. , aDelaware corporation (the "Company"), completed the previously announced private offering of$1.5 billion aggregate principal amount of its 3.750% Senior Notes due 2031 (the "2031 Notes"). The 2031 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 ofthe United States pursuant to Regulation S under the Securities Act. The 2031 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 inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws. The Company intends to use the net proceeds from the 2031 Notes offering, together with cash on hand, to redeem all$1.5 billion aggregate principal amount outstanding of its 5.000% Senior Notes due 2025 (the "2025 Notes") onAugust 21, 2020 (the "Redemption Date"). As previously announced, the 2025 Notes will be redeemed at a redemption price of 102.500% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the Redemption Date in accordance with the terms of the Indenture, dated as ofApril 17, 2015 , as supplemented, among the Company, the guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee. This Current Report on Form 8-K does not constitute a notice of redemption of the 2025 Notes. Indenture The terms of the 2031 Notes and related subsidiary guarantees are governed by an indenture, dated as of the Closing Date (the "Indenture"), among the Company, as issuer, certain subsidiaries of the Company, as guarantors (collectively, the "Guarantors"), andThe Bank of New York Mellon Trust Company, N.A. , as trustee (in such capacity, the "Trustee"). Interest and Maturity. The 2031 Notes bear interest at a rate of 3.750% per annum and mature onFebruary 15, 2031 . Interest is payable on the 2031 Notes onFebruary 15 andAugust 15 of each year, commencing onFebruary 15, 2021 . Guarantees. The Company's obligations under the 2031 Notes and the Indenture are jointly and severally and fully and unconditionally guaranteed by each of the Company's domestic subsidiaries that guarantee the Company's obligations under its existing senior secured credit facilities and any future domestic subsidiaries that guarantee indebtedness obligations of the Company or any other Company subsidiary, subject to certain exceptions set forth in the Indenture. Ranking. The 2031 Notes and related subsidiary guarantees are the unsecured senior obligations of the Company and the Guarantors, respectively, and (i) rank equally in right of payment with all other existing and future senior indebtedness of the Company and the Guarantors; (ii) are effectively subordinated to all existing and future secured indebtedness of the Company and the Guarantors (including indebtedness under the Company's existing senior secured credit facilities) to the extent of the value of the collateral securing such indebtedness; (iii) are structurally subordinated to all existing and future indebtedness, guarantees and other liabilities (including trade payables) of the Company's subsidiaries that do not guarantee the 2031 Notes; and (iv) are senior in right of payment to all of the Company's existing and future unsecured indebtedness that is, by its terms, expressly subordinated in right of payment to the 2031 Notes. Covenants. The Indenture contains restrictive covenants that limit the ability of the Company and its Guarantors to, among other things, create certain liens; enter into certain sale/leaseback transactions; or merge with or into, or convey, transfer or lease all or substantially all its assets. These covenants are subject to a number of important exceptions and qualifications as set forth in the Indenture. Events of Default. The Indenture provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the Indenture, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency. Generally, if an event of default occurs, the Trustee or the holders of at least 25% in principal amount of the outstanding 2031 Notes may declare the principal of and accrued but unpaid interest on all of the 2031 Notes to be due and payable immediately. Optional Redemption. At any time prior toFebruary 15, 2026 the Company may redeem the 2031 Notes, in whole or from time to time in part, at a "make-whole" premium as set forth in the Indenture and form of 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time on or afterFebruary 15, 2026 , the Company may redeem the 2031 Notes, in whole or from time to time in part at the redemption prices set forth in the Indenture and form of 2031 Notes, plus --------------------------------------------------------------------------------
accrued and unpaid interest, if any, to, but excluding, the redemption date. In
addition, at any time on or prior to
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.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofAugust 11, 2020 , by and amongDaVita Inc. , the subsidiary guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 4.2 Form of 3.750% Senior Notes due 2031 (included as Exhibit A to the Indenture filed herewith as Exhibit 4.1). 104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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