Omega Healthcare Investors, Inc. (NYSE:OHI) announced today the pricing of its $400 million aggregate principal amount of 5 7/8% senior notes due 2024. The notes will be issued at a price equal to 100% of their face value before initial purchasers’ discount. The offering is expected to close on March 19, 2012 subject to customary closing conditions.
The notes will be unsecured senior obligations of the Company and will be guaranteed by each of the Company’s subsidiaries that guarantee the Company’s existing notes and revolving credit facility. 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 of 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 7.00% senior notes due 2016 and to repay a portion of its outstanding borrowings under its $475 million unsecured revolving credit facility.
The notes to be 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 without registration or an applicable exemption under the Securities Act and applicable state securities laws.
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.