Omega Healthcare Investors, Inc. (NYSE:OHI) announced today its intention to offer $400 million aggregate principal amount of its senior notes due 2024 in a private placement, subject to market and other conditions.
The notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. persons outside of the United States under Regulation S under the Securities Act.
The Company intends to use the net proceeds of the offering to fund its previously announced cash tender offer and consent solicitation for its outstanding $175 million aggregate principal amount of 7% senior notes due 2016, and to repay a portion of its outstanding borrowings under its $475 million unsecured revolving credit facility.
In connection with the offering of the notes, the Company will agree to file a registration statement with the Securities and Exchange Commission relating to an offer to exchange the notes for publicly tradeable notes having substantially identical terms in accordance with published SEC interpretations.This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The notes to be issued in the 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 without registration or an applicable exemption under the Securities Act and applicable state securities laws. The Company is a real estate investment trust investing in and providing financing to the long-term care industry. At December 31, 2011, the Company owned or held mortgages on 432 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 50,160 licensed beds (48,030 available beds) located in 34 states and operated by 51 third-party healthcare operating companies. In addition, the Company has seven facilities currently held for sale.