DVA DaVita Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 5 – Final Amendment)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

DaVita Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.001 per share

(Title of Class of Securities)

23918K108

(CUSIP Number of Common Stock)

Kathleen A. Waters

Chief Legal Officer

DaVita Inc.

2000 16th Street

Denver, CO 80202

(720) 631-2100

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With a copy to:

Sharon Flanagan, Esq.

Eric Haueter, Esq.

Sidley Austin LLP

555 California Street

Suite 2000

San Francisco, CA 94104

(415) 772-1200

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 5 – Final Amendment (this “Amendment No. 5”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on July 22, 2019, as amended and supplemented by Amendment No. 1 (“Amendment No. 1”), Amendment No. 2 (“Amendment No. 2”), Amendment No. 3 (“Amendment No. 3”) and Amendment No. 4 (“Amendment No. 4”) to the Tender Offer Statement on Schedule TO filed with the SEC on August 6, 2019, August 12, 2019, August 14, 2019 and August 19, 2019, respectively (as it may be further amended or supplemented from time to time, the “Schedule TO”), relating to the offer by DaVita Inc., a Delaware corporation (“DVA” or the “Company”), to purchase for cash up to $1.2 billion of shares (the “shares”) of its common stock, $0.001 par value per share (“common stock”), pursuant to (i) auction tenders at prices specified by the tendering shareholders of not less than $53.50 and not more than $61.50 per share, or (ii) purchase price tenders, in either case net to the seller in cash less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in the Offer to Purchase, dated July 22, 2019 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

Based on the final count by the depositary for the Offer, a total of 21,801,975 shares of common stock were validly tendered and not validly withdrawn at or below the price of $56.50 per share. DVA accepted all of these shares for purchase at the purchase price of $56.50 per share, for a total cost of $1,231,811,587.50, excluding fees and expenses related to the Offer, but including 563,037 shares that DVA accepted for repurchase in accordance with Rule 13e-4(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which allows the Company to accept an additional number of shares not to exceed 2.0% of its outstanding shares of common stock. The total of 21,801,975 shares accepted for payment represents approximately 13.6% of the Company’s total outstanding common stock as of August 21, 2019. The depositary for the Offer will promptly pay for the shares accepted for purchase pursuant to the Offer. Payment for shares purchased will be made in cash, without interest, but subject to applicable withholding taxes. This Amendment No. 5 to the Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) and Rule 13e-4(d) under the Exchange Act.

The information in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items of Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided in this Amendment No. 5. You should read this Amendment No. 5 together with Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, the Schedule TO, the Offer to Purchase and the Letter of Transmittal.

The Offer to Purchase is hereby amended and supplemented as follows:

Item 11. Additional Information

Item 11 is hereby amended and supplemented by adding the following:

“On August 22, 2019, DVA issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on August 16, 2019. A copy of the press release is filed as Exhibit (a)(5)(E) hereto and is incorporated by reference herein.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(E) Press release dated August 22, 2019, announcing the final results of the tender offer.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

Dated: August 23, 2019

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