SEC Company Response from DAVITA INC. (DVA) (CIK 0000927066) (DVA) — Sep 26, 2012
DAVITA INC. (DVA) (CIK 0000927066)
Date: Sept. 26, 2012 · CIK: 0000927066 · Accession: 0001193125-12-404661
AI Filing Summary & Sentiment
File numbers found in text: 333-182572
Letter
Correspondence
September 25, 2012
VIA FAX
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Attention:
Mr. John Reynolds and Mr. Jay Williamson
Re:
DaVita Inc.
Amended Registration Statement on Form S-4
Filed September 18, 2012
File No. 333-182572
Mr. Reynolds and Mr. Williamson:
On behalf of our client, DaVita Inc. (“DaVita” or the “Company”), we are hereby submitting certain changed pages to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-182572) (including exhibits thereto) of the Company (the “Registration Statement”) for filing under the Securities Act of 1933, as amended. These pages demonstrate certain revisions the Company proposes to make to the prospectus cover page pursuant to Item 501 of Regulation S-K and in accordance with comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”).
The Company has revised the Registration Statement to remove certain information from the outside front cover page in order to ensure that information required on the outside front cover page under Item 501 of Regulation S-K is able to fit on the cover page. The provisions include disclosure pertaining to: (1) the per unit amount of earn-out payments, (2) shares being registered for resale under the Registration Statement, (3) the market for DaVita securities, (4) cross-reference to the risk factors section of the prospectus, (4) the Commission legend and (5) the date of the prospectus, which will be presented on the outside front cover page of the prospectus at the time it becomes effective, as shown in the attached.
The Company respectfully advises the Staff that certain information previously presented on the outside front cover page of the prospectus duplicates disclosure elsewhere within the Summary and Question and Answers sections of the prospectus. The Company proposes to remove this duplicative information from the outside front cover page in the cases where it is not required to be so presented. Specifically, the Company proposes to remove from the outside front cover page information with respect to: (1) the support agreements entered into by certain HCP Members, which appears in the Summary on page 7 of the prospectus, (2) the treatment of HCP Options in the Merger, which appears in the Question and Answers and in the Summary, on pages 3 and 8 of the prospectus, respectively, and (3) the specific composition of the withheld consideration, which appears in the Question and Answers on page 3 of the prospectus. Each of these three topics is also discussed in further detail throughout the body of the Registration Statement.
* * *
If you have any questions or would like further information concerning the matters discussed herein, please do not hesitate to contact me at 202-887-1554.
Very truly yours,
/s/ David P. Slotkin
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CORRESP 1 filename1.htm Correspondence September 25, 2012 VIA FAX Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. John Reynolds and Mr. Jay Williamson Re: DaVita Inc. Amended Registration Statement on Form S-4 Filed September 18, 2012 File No. 333-182572 Mr. Reynolds and Mr. Williamson: On behalf of our client, DaVita Inc. (“DaVita” or the “Company”), we are hereby submitting certain changed pages to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-182572) (including exhibits thereto) of the Company (the “Registration Statement”) for filing under the Securities Act of 1933, as amended. These pages demonstrate certain revisions the Company proposes to make to the prospectus cover page pursuant to Item 501 of Regulation S-K and in accordance with comments received from the staff (the “Staff”) of the Securities and Exchange Commission (“Commission”). The Company has revised the Registration Statement to remove certain information from the outside front cover page in order to ensure that information required on the outside front cover page under Item 501 of Regulation S-K is able to fit on the cover page. The provisions include disclosure pertaining to: (1) the per unit amount of earn-out payments, (2) shares being registered for resale under the Registration Statement, (3) the market for DaVita securities, (4) cross-reference to the risk factors section of the prospectus, (4) the Commission legend and (5) the date of the prospectus, which will be presented on the outside front cover page of the prospectus at the time it becomes effective, as shown in the attached. The Company respectfully advises the Staff that certain information previously presented on the outside front cover page of the prospectus duplicates disclosure elsewhere within the Summary and Question and Answers sections of the prospectus. The Company proposes to remove this duplicative information from the outside front cover page in the cases where it is not required to be so presented. Specifically, the Company proposes to remove from the outside front cover page information with respect to: (1) the support agreements entered into by certain HCP Members, which appears in the Summary on page 7 of the prospectus, (2) the treatment of HCP Options in the Merger, which appears in the Question and Answers and in the Summary, on pages 3 and 8 of the prospectus, respectively, and (3) the specific composition of the withheld consideration, which appears in the Question and Answers on page 3 of the prospectus. Each of these three topics is also discussed in further detail throughout the body of the Registration Statement. * * * If you have any questions or would like further information concerning the matters discussed herein, please do not hesitate to contact me at 202-887-1554. Very truly yours, /s/ David P. Slotkin David P. Slotkin Cc: Kim M. Rivera Spencer D. Klein Robert E. Denham Mark H. Kim