8-K: Current report filing
Published on April 20, 2010
PRESS
RELEASE – FOR IMMEDIATE RELEASE
OMEGA
HEALTHCARE EXERCISES OPTION TO
ACQUIRE
63 ADDITIONAL FACILITIES FROM CAPITALSOURCE
HUNT VALLEY, MARYLAND – April 20,
2010 – Omega Healthcare Investors, Inc. (NYSE:OHI) (the "Company" or
“Omega”) today announced that it has exercised its option to acquire 63
additional long-term care facilities from affiliates of CapitalSource Inc.
(“CapitalSource”). The aggregate consideration to be paid at the
closing under the option agreement (the “Option Closing”), which is expected to
occur in June 2010, is approximately $295 million, consisting of approximately:
(i) $34 million in cash to sellers, and (ii) repayment of $261 million of debt
at closing. The 63 facilities owned by the entities to be acquired at the Option
Closing, representing 6,529 available beds located in 19 states, are part of 30
in-place triple net leases among 18 operators. The 30 leases generate
approximately $34 million of annualized revenue.
Omega
acquired the option to purchase these 63 facilities in connection with Omega’s
previously announced securities purchase agreement with CapitalSource, pursuant
to which Omega acquired entities owning 40 facilities on December 22, 2009, and
has agreed to acquire 40 other facilities subject to obtaining consent of the
U.S. Department of Housing and Urban Development.
The
purchase price payable at each such closing is also subject to certain
adjustments, including but not limited to a dollar-for-dollar increase or
decrease of the consideration to the extent the assumed debt is less than or
greater than the amount set forth in the purchase agreement, and an upward or
downward adjustment to prorate certain items of accrued and prepaid income and
expense of the CapitalSource subsidiaries to be acquired.
The
consummation of the Option Closing and the remaining closing under the purchase
agreement with CapitalSource are subject to customary closing conditions, and
there can be no assurance as to when or whether such transactions will be
consummated.
* * * * * *
Omega
Healthcare Investors, Inc. is a real estate investment trust investing in and
providing financing to the long-term care industry. At December 31,
2009, the Company owned or held mortgages on 293 skilled nursing facilities,
assisted living facilities and other specialty hospitals with approximately
34,312 licensed beds (32,825 available beds) located in 32 states and operated
by 35 third-party healthcare operating companies. In addition the
Company has two closed facilities currently held for sale.
FOR
FURTHER INFORMATION, CONTACT
Bob
Stephenson, CFO at (410) 427-1700
________________________
This
announcement includes forward-looking statements regarding the Option Closing
and the remaining transactions contemplated by the purchase agreement, and the
timing and impact thereof. 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) the ability of the parties to
satisfy the various conditions to the completion of the remaining transactions;
(ii) potential adjustments to the form and amount of consideration payable in
connection with the remaining transactions pursuant to the purchase agreement
and option agreement; (iii) potential unforeseen costs associated with the
transactions. 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 material.