Form: FWP

Filing under Securities Act Rules 163/433 of free writing prospectuses

October 7, 2020

FWP: Filing under Securities Act Rules 163/433 of free writing prospectuses

Published on October 7, 2020

 

Issuer Free Writing Prospectus, dated October 7, 2020
Filed Pursuant to Rule 433 under the Securities Act of 1933
Supplementing the Preliminary Prospects Supplement

dated October 7, 2020
Registration Statement No. 333-228321 and 333-228321-01

 

Omega Healthcare Investors, Inc.
$700,000,000

3.375% Senior Notes due 2031

October 7, 2020

 

Issuer: Omega Healthcare Investors, Inc.
   
Guarantees:

The notes will be fully and unconditionally guaranteed by the Company’s existing and future subsidiaries that guarantee unsecured indebtedness under the Company’s existing senior notes and the facilities for money borrowed of the Company in a principal amount at least equal to $50 million including the Company’s credit agreements 

   
Expected Ratings*: Baa3 (Moody’s) / BBB- (S&P) / BBB- (Fitch)
   
Title of Securities: 3.375% Senior Notes due 2031
   
Aggregate Principal Amount: $700,000,000
   
Trade Date: October 7, 2020
   
Settlement Date: October 9, 2020 (T + 2)
   
Final Maturity Date: February 1, 2031
   
Issue Price to Public:

98.249% plus accrued interest, if any, from October 9, 2020 

   
Gross Proceeds to Issuer: $687,743,000
   
Coupon: 3.375%
   
Yield to Maturity: 3.580%
   
Benchmark Treasury:

UST 0.625% due August 15, 2030 

   
Benchmark Treasury Yield: 0.780%

 

 

 

 

Spread to Benchmark Treasury: +280 basis points
   
Interest Payment Dates: February 1 and August 1, commencing February 1, 2021
   
Record Dates: January 15 and July 15
   
Optional Redemption Provisions:

Make-whole call @ T+45 bps

Par call on or after November 1, 2030 

   
CUSIP/ISIN Numbers:

681936 BM1 / US681936BM17 

   
Joint Book-Running Managers:

J.P. Morgan Securities LLC

BofA Securities, Inc.

Credit Agricole Securities (USA) Inc.

Wells Fargo Securities, LLC

MUFG Securities Americas Inc.

Truist Securities, Inc.

Capital One Securities, Inc.

Stifel, Nicolaus & Company, Incorporated

BBVA Securities Inc.

RBC Capital Markets, LLC

Regions Securities LLC

Scotia Capital (USA) Inc

Senior Co-Managers:

Fifth Third Securities, Inc.

Morgan Stanley & Co. LLC

Co-Managers:

BNP Paribas Securities Corp.

Huntington Securities, Inc.

SMBC Nikko Securities America, Inc.

 

*An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The ratings of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.

 

The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533, BofA Securities, Inc. toll-free at 1-800-294-1322, Credit Agricole Securities (USA) Inc. at (866) 807-6030, or Wells Fargo Securities, Inc. toll-free at 1-800-645-3751.

 

2