8-K: Current report filing
Published on January 4, 2006
OMEGA
HEALTHCARE ANNOUNCES ADD-ON NOTE OFFERING
TIMONIUM,
MARYLAND -November 28, 2005-
Omega
Healthcare Investors, Inc. (NYSE:OHI) today announced that it is offering an
additional $50 million aggregate principal amount of 7% senior notes due 2014
at
an issue price of 100.25% of the principal amount of the notes, resulting in
gross proceeds to the company of $50.125 million. The terms of the notes offered
will be substantially identical to Omega’s existing $260 million aggregate
principal amount of 7% senior notes due 2014. The notes will be offered only
to
qualified institutional buyers under Rule 144A under the Securities Act of
1933
and to non-U.S. persons outside the United States under Regulation S under
the
Securities Act. The company will use the net proceeds of the offering to repay
indebtedness under its revolving senior credit facility and for working capital
and general corporate purposes.
The
notes
issued in this offering have not been registered under the Securities Act of
1933, as amended, or any applicable state laws, and may not be offered or sold
in the United States absent registration or an applicable exemption from
registration requirements. 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. After the exchange, these
notes will be identical to, and will trade as a single series with, the existing
7% senior notes due 2014.
*
* * * *
*
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
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.