Filed pursuant to Rule 433
Registration Statement 333-169690
Final Term Sheet
October 5, 2010
$1,550,000,000
DaVita Inc.
6 3/8% Senior Notes due 2018
6 5/8% Senior Notes due 2020
October 5, 2010
| Issuer: |
DaVita Inc. |
| Title of Securities: |
6 3/8% Senior Notes due 2018 (“Notes due 2018”) |
6 5/8% Senior Notes due 2020 (“Notes due 2020”)
| Aggregate Offering Size: |
$1,550,000,000, which represents an increase of $100,000,000 from the amount offered under the Preliminary Prospectus Supplement dated October 1, 2010 |
| Aggregate Principal Amount Notes due 2018: |
$775,000,000 |
| Aggregate Principal Amount Notes due 2020: |
$775,000,000 |
| Trade Date: |
October 5, 2010 |
| Settlement Date: |
October 20, 2010 (T+10) |
| Maturity Date: |
Notes due 2018: November 1, 2018 |
Notes due 2020: November 1, 2020
| Coupon: |
Notes due 2018: 6.375% |
Notes due 2020: 6.625%
| Price to Public: |
Notes due 2018: 100.000% |
Notes due 2020: 100.000%
| Yield Per Annum: |
Notes due 2018: 6.375% |
Notes due 2020: 6.625%
| Spread to Treasury: |
Notes due 2018: + 436 basis points |
Notes due 2020: + 416 basis points
| Benchmark: |
Notes due 2018: 4.000% due August 15, 2018 |
Notes due 2020: 2.625% due August 15, 2020
| Interest Payment Dates: |
May 1 and November 1 |
| First Interest Payment Date: |
May 1, 2011 |
| Optional Redemption: |
Notes due 2018: |
| Make-whole at T+50 until November 1, 2013. |
| At any time on or after November 1, 2013, the Issuer may redeem the Notes due 2018 at its option, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on November 1of the years set forth below: |
| Date |
Price | ||||
| 2013 |
104.781 | % | |||
| 2014 |
103.188 | % | |||
| 2015 |
101.594 | % | |||
| 2016 and thereafter |
100.000 | % |
| Notes due 2020: |
| Make-whole at T+50 until November 1, 2014. |
| At any time on or after November 1, 2014, the Issuer may redeem the Notes due 2020 at its option, in whole or from time to time in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period commencing on November 1 of the years set forth below: |
| 2014 |
104.969 | % | |||
| 2015 |
103.313 | % | |||
| 2016 |
101.656 | % | |||
| 2017 and thereafter |
100.000 | % |
| Optional Redemption with Net Cash Proceeds of Equity Offerings: |
At any time prior to November 1, 2013, the Issuer may redeem at its option, on one or more occasions, in the aggregate up to 35% of the original aggregate principal amount of the Notes due 2018 and up to 35% of the original aggregate principal amount of the Notes due 2020 at the redemption prices below, plus accrued and unpaid interest to the redemption date; provided that at least 65% of the original aggregate principal amount of the Notes due 2018 and of the Notes due 2020 remain outstanding after each such redemption. |
| Notes due 2018: 106.375% |
| Notes due 2020: 106.625% |
| Change of Control: |
101% |
| Joint Book-Running Managers: |
Banc of America Securities LLC |
| J.P. Morgan Securities LLC |
| Credit Suisse Securities (USA) LLC |
| Barclays Capital Inc. |
| Goldman, Sachs & Co. |
| Wells Fargo Securities, LLC |
| Co-managers: |
Credit Agricole Securities (USA) Inc. |
| Mitsubishi UFJ Securities (USA), Inc. |
| RBC Capital Markets Corporation |
| Scotia Capital (USA) Inc. |
| SunTrust Robinson Humphrey, Inc. |
| CUSIP/ISIN Numbers: |
Notes due 2018: CUSIP: 23918K AL2 |
ISIN: US23918KAL26
Notes due 2020: CUSIP: 23918K AM0
ISIN: US23918KAM09
| Use of Proceeds: |
We intend to use the net proceeds from this offering together with a portion of the proceeds from the initial borrowings under our new senior secured credit facilities, to purchase or redeem the Existing Notes and to pay related transaction fees and expenses. |
Additional Changes to the Preliminary Prospectus Supplement:
| Capitalization: |
As Adjusted information set forth on page S-37 of the Preliminary Prospectus Supplement dated October 1, 2010 is revised as follows: (amounts in millions) |
The Notes offered hereby shall be increased from $1,450 to $1,550.
| Total debt shall be increased from $4,217 to $4,317. |
Total capitalization shall be increased from $6,518 to $6,618.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, when available, if you request it by contacting (i) Banc of America Securities LLC by emailing dg.Prospectus_Requests@baml.com or by calling toll-free 1-800-294-1322, (ii) J.P. Morgan Securities LLC, by calling toll-free 1-866-803-9204, (iii) Credit Suisse Securities (USA) LLC by calling toll-free 1-800-221-1037, (iv) Barclays Capital Inc. by emailing barclaysprospectus@broadridge.com or by calling toll-free 1-888-603-5847, (v) Goldman, Sachs & Co. by emailing prospectus-ny@ny.email.gs.com or by calling toll-free 1-866-471-2526, and (vi) Wells Fargo Securities, LLC by emailing cmclientsupport@wellsfargo.com.