Omega Healthcare Investors, Inc. (NYSE:OHI) announced today that it
intends to privately offer, subject to market and other conditions,
senior unsecured notes in an aggregate principal amount to be determined.
The notes will be offered only to qualified institutional buyers under
Rule 144A of the Securities Act of 1933, as amended, and to non-U.S.
persons outside of the United States under Regulation S under the
Securities Act.
The Company intends to use the net proceeds of the offering to repay a
portion of its outstanding term loans and revolving credit facility
borrowings.
In connection with the private offering of the notes, the Company will
agree to file a registration statement with the Securities and Exchange
Commission relating to an offer to exchange the notes for publicly
tradeable notes having substantially identical terms in accordance with
published SEC interpretations.
This press release shall not constitute an offer to sell or a
solicitation of an offer to purchase any of these securities and shall
not constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
The notes to be issued in the offering have not been registered under
the Securities Act, or any applicable state laws. Accordingly, the notes
may not be offered or sold in the U.S. or to U.S. persons without
registration or an applicable exemption under the Securities Act and
applicable state securities laws.
The Company is a real estate investment trust investing in and providing
financing to the long-term care industry. At December 31, 2013, the
Company owned or held mortgages on 541 skilled nursing facilities,
assisted living facilities and other specialty hospitals with
approximately 61,178 licensed beds (58,885 available beds) located in 38
states and operated by 49 third-party healthcare operating companies. In
addition, the Company has three facilities and one parcel of land
currently held for sale.
This announcement includes forward-looking statements. Actual results
may differ materially from those reflected in such forward-looking
statements as a result of a variety of factors, including, among other
things: (i) uncertainties relating to the business operations of the
operators of the Company’s properties, including those relating to
reimbursement by third-party payors, regulatory matters and occupancy
levels; (ii) regulatory and other changes in the healthcare sector;
(iii) changes in the financial position of the Company’s operators; (iv)
the ability of any of the Company’s operators in bankruptcy to reject
unexpired lease obligations, modify the terms of the Company’s mortgages
and impede the ability of the Company to collect unpaid rent or interest
during the pendency of a bankruptcy proceeding and retain security
deposits for the debtor's obligations; (v) the availability and cost of
capital; (vi) changes in the Company’s credit ratings and the ratings of
its debt securities; (vii) competition in the financing of healthcare
facilities; (viii) the Company’s ability to maintain its status as a
real estate investment trust; (ix) the Company’s ability to manage,
re-lease or sell any owned and operated facilities; (x) the Company’s
ability to sell closed or foreclosed assets on a timely basis and on
terms that allow the Company to realize the carrying value of these
assets; (xi) the effect of economic and market conditions generally, and
particularly in the healthcare industry; and (xii) other factors
identified in the Company’s filings with the Securities and Exchange
Commission. Statements regarding future events and developments and the
Company’s future performance, as well as management's expectations,
beliefs, plans, estimates or projections relating to the future, are
forward-looking statements. The Company undertakes no obligation
to update any forward-looking statements contained in this announcement.
Copyright Business Wire 2014