8-K: Current report filing
Published on December 21, 2005
OMEGA
HEALTHCARE PRICES $175 MILLION SENIOR NOTE OFFERING
TIMONIUM,
MARYLAND - December 21, 2005-
Omega
Healthcare Investors, Inc. (NYSE:OHI) today announced that on December 20,
2005
it agreed to sell $175 million aggregate principal amount of 7.00% senior
notes
due 2016 (the "Notes") in a private placement at an issue price of 99.109%
of
the principal amount of the Notes (equal to a per annum yield to maturity
of
7.125%), resulting in gross proceeds to Omega of $173.4 million. The Notes
will
be unsecured senior obligations of Omega and will be guaranteed by Omega's
subsidiaries. The notes will be offered only to qualified institutional buyers
under Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons outside the United States under Regulation S
under the Securities Act.
Omega
will use the net proceeds of the offering to offer to fund its cash tender
offer
and consent solicitation for its outstanding $100 million aggregate principal
amount of 6.95% notes due 2007, to repay outstanding indebtedness under its
$200
million 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.
*
* * * *
*
Omega
is
a real estate investment trust investing in and providing financing to the
long-term care industry. At September 30, 2005, the Company owned or held
mortgages on 216 skilled nursing and assisted living facilities with
approximately 22,407 beds located in 28 states and operated by 38 third-party
healthcare operating companies.
FOR
FURTHER INFORMATION, CONTACT
Bob
Stephenson, CFO at (410) 427-1700 or
visit
the
Company’s website at www.omegahealthcare.com
________________________
This
announcement
includes forward-looking statements. All forward-looking statements included
herein are based on current expectations and speak only as of the date of
such
statements. Omega undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of future events, new information
or otherwise. Such forward-looking statements should be regarded solely as
reflections of Omega's current operating plans and estimates. Statements
regarding future events and developments, including
the completion of this offering,
and
Omega’s future performance, as well as management's expectations, beliefs,
plans, estimates or projections relating to the future, are forward-looking
statements within the meaning of these laws. All forward-looking statements
are
subject to certain risks and uncertainties that could cause actual events
to
differ materially from those projected. Management believes that these
forward-looking statements are reasonable; however, you should not place
undue
reliance on such 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 Omega’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 Omega's operators; (iv) the ability of operators
in
bankruptcy to reject unexpired lease obligations, modify the terms of Omega’s
mortgages, and impede the ability of Omega 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; and (vii) other factors
identified in Omega’s filings with the Securities and Exchange
Commission.