06/08/2026 | Press release | Distributed by Public on 06/08/2026 14:34
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2026, DaVita Inc. (the "Company") entered into a Ninth Amendment (the "Ninth Amendment") to that certain Credit Agreement dated as of August 12, 2019 (as previously amended, restated, supplemented, or otherwise modified, and as further amended by the Ninth Amendment, the "Credit Agreement"), by and among the Company, its subsidiary guarantors, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and swingline lender ("JPMorgan").
The Ninth Amendment, among other things, provides for an incremental borrowing under the Company's existing senior secured term loan "B" facility maturing in May 2031 (the "Tranche B-2 Term Facility" and the loans borrowed thereunder, the "Tranche B-2 Term Loans") in an aggregate principal amount of $500 million (the "Incremental Tranche B-2 Term Loans").
Pursuant to the Ninth Amendment and the Credit Agreement, the Tranche B-2 Term Loans (including the Incremental Tranche B-2 Term Loans) shall be denominated in U.S. dollars and shall bear interest, at the Company's option, based on (i) the Base Rate (as defined below) plus the Applicable Margin (as defined below), or (ii) the forward-looking term rate based on the secured overnight financing rate that is published by CME Group Benchmark Administration Limited ("Term SOFR") plus the Applicable Margin. The "Base Rate" with respect to the Tranche B-2 Term Facility is defined as the highest of (a) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 50 basis points, (b) the U.S. "prime rate" last quoted by The Wall Street Journal or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate established by the Board of Governors of the Federal Reserve System of the U.S. (the "Board") in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the "bank prime loan" rate or, if such rate is no longer quoted therein, any similar rate quoted therein, or any similar release by the Board, in each case as determined by JPMorgan and (c) Term SOFR for an interest period of one month plus 100 basis points; provided that if the Base Rate is negative it shall be deemed to be zero. The "Applicable Margin" for the Tranche B-2 Term Facility is 175 basis points in the case of Term SOFR loans and 75 basis points in the case of Base Rate loans.
The Company has used or will use the proceeds of the Incremental Tranche B-2 Term Loans (i) to repay a portion of its outstanding senior secured revolving loan facility terminating in November 2030, (ii) for the payment of fees, commissions and expenses in connection with the foregoing and for the Ninth Amendment itself and (iii) otherwise for general corporate purposes.
The Company and its affiliates may from time to time engage certain of the lenders under the Credit Agreement to provide other banking, investment banking and financial services.
The foregoing description of the Ninth Amendment does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Ninth Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Ninth Amendment has been incorporated by reference herein to provide stockholders with information regarding its terms. It is not intended to provide any other information about the Company or the Company's subsidiaries that are guarantors thereunder, or other subsidiaries and affiliates of the Company. For example, the Ninth Amendment contains representations and warranties that were made solely for the benefit of the other parties to the Ninth Amendment and should not be relied upon as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.