UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 10, 2014
DAVITA HEALTHCARE PARTNERS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14106 | No. 51-0354549 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2000 16th Street
Denver, CO 80202
(Address of principal executive offices including Zip Code)
(303) 405-2100
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 240.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
On June 13, 2014, DaVita HealthCare Partners Inc. (the “Company”) completed its registered public offering of $1,750,000,000 aggregate principal amount of 5.125% senior notes due 2024 (the “Notes”). The Company entered into an indenture with respect to the Notes, dated June 13, 2014 (the “Indenture”), among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A. as trustee (the “Trustee”). The Notes initially will be guaranteed by each of the Company’s domestic restricted subsidiaries executing the Indenture.
The foregoing description of the Indenture is qualified in its entirety by reference to the complete terms of the Indenture. The Indenture, which includes the form of Note and the form of guarantee for the Notes, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit |
Description | |
| 4.1 | Indenture, dated June 13, 2014, by and among DaVita HealthCare Partners Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
| 4.2 | Form of 5.125% Senior Notes due 2024 and related Guarantee (included in Exhibit 4.1). | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 5.2 | Opinion of Lowenstein Sandler LLP. | |
| 5.3 | Opinion of Honigman Miller Schwartz and Cohn LLP. | |
| 5.4 | Opinion of Stephen R. Bentfield, Esq. | |
| 5.5 | Opinion of Betsy McCubrey. | |
| 5.6 | Opinion of Venable LLP. | |
| 5.7 | Opinion of Harrison & Moberly, LLP. | |
| 5.8 | Opinion of L. Barton Peach, Esq. | |
| 5.9 | Opinion of Amy Marie Sanford. | |
| 5.10 | Opinion of Lionel Sawyer & Collins. | |
| 5.11 | Opinion of Sutin Thayer & Browne. | |
| 5.12 | Opinion of LeClairRyan. | |
| 5.13 | Opinion of Kathleen Premo, Esq. | |
| 5.14 | Opinion of Brian Burns. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.2). | |
| 23.3 | Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.3). | |
| 23.4 | Consent of Stephen R. Bentfield, Esq. (included in Exhibit 5.4). | |
| 23.5 | Consent of Betsy McCubrey (included in Exhibit 5.5). | |
| 23.6 | Consent of Venable LLP (included in Exhibit 5.6). | |
| 23.7 | Consent of Harrison & Moberly, LLP (included in Exhibit 5.7). | |
| 23.8 | Consent of L. Barton Peach, Esq. (included in Exhibit 5.8). | |
| 23.9 | Consent of Amy Marie Sanford (included in Exhibit 5.9). | |
| 23.10 | Consent of Lionel Sawyer & Collins (included in Exhibit 5.10). | |
| 23.11 | Consent of Sutin Thayer & Browne (included in Exhibit 5.11). | |
| 23.12 | Consent of LeClairRyan (included in Exhibit 5.12). | |
| 23.13 | Consent of Kathleen Premo, Esq. (included in Exhibit 5.13). | |
| 23.14 | Consent of Brian Burns (included in Exhibit 5.14). | |
| 99.1 | Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-196630). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAVITA HEALTHCARE PARTNERS INC. | ||||||
| Date: June 16, 2014 | By: | /s/ Kim M. Rivera | ||||
| Kim M. Rivera | ||||||
| Chief Legal Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 4.1 | Indenture, dated June 13, 2014, by and among DaVita HealthCare Partners Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee. | |
| 4.2 | Form of 5.125% Senior Notes due 2024 and related Guarantee (included in Exhibit 4.1). | |
| 5.1 | Opinion of Sidley Austin LLP. | |
| 5.2 | Opinion of Lowenstein Sandler LLP. | |
| 5.3 | Opinion of Honigman Miller Schwartz and Cohn LLP. | |
| 5.4 | Opinion of Stephen R. Bentfield, Esq. | |
| 5.5 | Opinion of Betsy McCubrey. | |
| 5.6 | Opinion of Venable LLP. | |
| 5.7 | Opinion of Harrison & Moberly, LLP. | |
| 5.8 | Opinion of L. Barton Peach, Esq. | |
| 5.9 | Opinion of Amy Marie Sanford. | |
| 5.10 | Opinion of Lionel Sawyer & Collins. | |
| 5.11 | Opinion of Sutin Thayer & Browne. | |
| 5.12 | Opinion of LeClairRyan. | |
| 5.13 | Opinion of Kathleen Premo, Esq. | |
| 5.14 | Opinion of Brian Burns. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of Lowenstein Sandler LLP (included in Exhibit 5.2). | |
| 23.3 | Consent of Honigman Miller Schwartz and Cohn LLP (included in Exhibit 5.3). | |
| 23.4 | Consent of Stephen R. Bentfield, Esq. (included in Exhibit 5.4). | |
| 23.5 | Consent of Betsy McCubrey (included in Exhibit 5.5). | |
| 23.6 | Consent of Venable LLP (included in Exhibit 5.6). | |
| 23.7 | Consent of Harrison & Moberly, LLP (included in Exhibit 5.7). | |
| 23.8 | Consent of L. Barton Peach, Esq. (included in Exhibit 5.8). | |
| 23.9 | Consent of Amy Marie Sanford (included in Exhibit 5.9). | |
| 23.10 | Consent of Lionel Sawyer & Collins (included in Exhibit 5.10). | |
| 23.11 | Consent of Sutin Thayer & Browne (included in Exhibit 5.11). | |
| 23.12 | Consent of LeClairRyan (included in Exhibit 5.12). | |
| 23.13 | Consent of Kathleen Premo, Esq. (included in Exhibit 5.13). | |
| 23.14 | Consent of Brian Burns (included in Exhibit 5.14). | |
| 99.1 | Information relating to Item 14 of the Registration Statement on Form S-3 (No. 333-196630). | |