Omega Prices $200 Million Senior Note Offering

HUNT VALLEY, Md.--(BUSINESS WIRE)-- Omega Healthcare Investors, Inc. (NYSE:OHI) (the "Company") today announced the pricing of a private placement of $200 million aggregate principal amount of 71/2% senior notes due 2020 (the "Notes"). The Notes were priced at 98.278% of par value (before initial purchasers' discount). The offering is expected to close on February 9, 2010 subject to customary closing conditions. The Notes will be unsecured senior obligations of the Company and will be guaranteed by substantially all of the Company's current subsidiaries. The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States under Regulation S of the Securities Act.

The Company will use the net proceeds of the offering to repay mortgage debt assumed in connection with the Company's recent acquisition of 40 facilities, to repay outstanding indebtedness under its senior revolving credit facility, for general corporate purposes and to pay related fees and expenses.

The Notes issued in this 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 absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This notice does not constitute an offer of any securities for sale. Omega has agreed to file a registration statement with the Securities and Exchange Commission, pursuant to which it would exchange the privately placed notes for notes that are registered.

The Company is a real estate investment trust investing in and providing financing to the long-term care industry. At December 31, 2009, the Company's portfolio of investments consisted of 295 healthcare facilities located in 32 states and operated by 35 third-party healthcare operating companies.

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, including without limitation, changes in Medicare reimbursement; (iii) changes in the financial position of the Company's operators; (iv) the ability of 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) competition in the financing of healthcare facilities; (vii) the Company's ability to maintain its status as a real estate investment trust; and (viii) 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.

    Source: Omega Healthcare Investors, Inc.

Released February 4, 2010