Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 13, 2024 (the "Closing Date"), DaVita Inc. (the "Company") completed the previously announced private offering (the "Notes Offering") of $1.0 billion aggregate principal amount of its 6.875% Senior Notes due 2032 (the "2032 Notes").

The 2032 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 of the United States pursuant to Regulation S under the Securities Act. The 2032 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 in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

On the Closing Date, and as further described below, the Company also entered into an amendment (the "Sixth 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 Sixth Amendment, the "Credit Agreement"), in each case, by and among the Company, its subsidiary guarantors, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent, collateral agent and swingline lender, to, among other things, establish an incremental tranche of senior secured term "A" loans maturing on April 28, 2028 in an aggregate principal amount of $1.1 billion (the "Incremental Term Loan A-1 Facility").

The Company received total net proceeds from the Notes Offering and the Incremental Term Loan A-1 Facility, after deducting the initial purchasers' discount and other estimated fees and expenses, of approximately $2,080.7 million. On the Closing Date, the Company used such net proceeds to repay all of its approximately $950.0 million outstanding Tranche B-1 Term Loans maturing in 2026 and certain revolving loans outstanding in the amount of $60.0 million, in each case, together with related accrued and unpaid interest thereon. The Company intends to use the remaining net proceeds from the Notes Offering and Incremental Term Loan A-1 Facility to pay certain revolving loans outstanding in the amount of $350.0 million, together with related accrued and unpaid interest thereon, to pay any costs, fees and expenses in connection with the foregoing and for general corporate purposes, including, without limitation, for repurchases of its capital stock, working capital and capital expenditures.

Indenture

The terms of the 2032 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"), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the "Trustee").

Interest and Maturity. The 2032 Notes bear interest at a rate of 6.875% per annum and mature on September 1, 2032. Interest is payable on the 2032 Notes on March 1 and September 1 of each year, commencing on March 1, 2025.

Guarantees. The Company's obligations under the 2032 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 2032 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 and secured guarantees of the Company and the Guarantors (including indebtedness and guarantees under the Company's existing senior secured credit facilities) to the extent of the value of the collateral securing such indebtedness and guarantees; (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 2032 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 2032 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

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