OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 4, 2017, Omega Healthcare Investors, Inc.
(Omega) issued (i) $550 million aggregate
principal amount of Omegas 4.750% Senior Notes due 2028 (the
2028 Notes) to an indenture dated as of April 4,
2017 (the 2028 Indenture) among Omega, certain
of its subsidiaries, as guarantors, and U.S. Bank National
Association, as trustee (the Trustee) and (ii)
$150 million aggregate principal amount of Omegas 4.500% Senior
Notes due 2025 (the 2025 Notes, and together
with the 2028 Notes collectively, the Notes) to
an indenture dated as of September 11, 2014 (as amended and
supplemented, the 2025 Indenture, and together
with the 2028 Indenture collectively, the
Indentures) among Omega, certain of its
subsidiaries, as guarantors, and the Trustee. The offering was
made to Omegas automatic shelf registration statement on Form S-3
(Registration No. 333-208710) and related free writing
prospectus, preliminary prospectus supplement and prospectus
supplement filed with the Securities and Exchange Commission.
The 2028 Notes mature on January 15, 2028 and the 2025 Notes
mature on January 15, 2025. The 2028 Notes bear interest from
April 4, 2017 at a rate of 4.750% per annum, payable
semi-annually in cash, in arrears, on January 15 and July 15 of
each year, commencing on January 15, 2018. The 2025 Notes bear
interest from January 15, 2017 at a rate of 4.500% per annum,
payable semi-annually in cash, in arrears, on January 15 and July
15 of each year, commencing on July 15, 2017. The Notes are fully
and unconditionally guaranteed, jointly and severally, by Omegas
existing and future subsidiaries that guarantee indebtedness for
money borrowed of Omega in a principal amount at least equal to
$50 million (including as of the date hereof, Omegas existing
senior notes and the facilities under Omegas credit agreements).
The Notes are Omegas unsecured senior obligations and rank
equally in right of payment with all of Omegas existing and
future senior debt and senior in right of payment to all of
Omegas existing and future subordinated debt. The Notes are
effectively subordinated in right of payment to any of Omegas
existing and future secured indebtedness to the extent of the
value of the assets securing such indebtedness. The Notes are
structurally subordinated to all existing and future liabilities
(including indebtedness, trade payable and lease obligations) of
each of Omegas non-guarantor subsidiaries.
Omega may redeem some or all of the 2028 Notes prior to October
15, 2027 at a price equal to 100% of the principal amount thereof
plus a make-whole premium calculated by reference to U.S.
treasuries with a maturity comparable to the remaining term of
the 2028 Notes, and accrued and unpaid interest, if any, to, but
not including, the applicable redemption date. The 2028 Notes
will be redeemable at any time on or after October 15, 2027 at a
redemption price equal to 100% of the principal amount thereof
plus accrued and unpaid interest, if any, to, but not including,
the applicable redemption date.
Omega may redeem some or all of the 2025 Notes prior to October
15, 2024 at a price equal to 100% of the principal amount thereof
plus a make-whole premium calculated by reference to U.S.
treasuries with a maturity comparable to the remaining term of
the 2025 Notes, and accrued and unpaid interest, if any, to, but
not including, the applicable redemption date. The 2025 Notes
will be redeemable at any time on or after October 15, 2024 at a
redemption price equal to 100%
of the principal amount thereof plus accrued and unpaid interest,
if any, to, but not including, the applicable redemption date.
The Indentures contain certain covenants that limit the ability
of Omega and certain of its subsidiaries to, among other things,
incur additional indebtedness and merge, consolidate or sell all
or substantially all of the assets of Omega or its subsidiaries
guarantors assets. The Indentures also contain covenants
requiring Omega to maintain a certain amount of unencumbered
assets.
The Indentures contain customary events of default including,
without limitation, failure to make required payments, failure to
comply with certain agreements or covenants, cross-acceleration
to certain other indebtedness in excess of specified amounts and
certain events of bankruptcy and insolvency. An event of default
under either Indenture will allow either the Trustee or the
holders of at least 25% in principal amount of the then
outstanding Notes governed by such Indenture to accelerate, or in
certain cases, will automatically cause the acceleration of, the
amounts due under the Notes governed by such Indenture.
The foregoing description of the 2028 Notes and 2028 Indenture is
qualified in its entirety by reference to the actual text of the
2028 Indenture (including the forms of 2028 Notes included
therein), which is filed herewith as Exhibit 4.1 and is
incorporated herein by reference.
The foregoing description of the 2025 Notes and 2025 Indenture is
qualified in its entirety by reference to the actual text of the
2025 Indenture (including the forms of 2025 Notes included
therein), which is filed as Exhibit 4.1 to Omegas Current Report
on Form 8-K filed with the Securities and Exchange Commission on
September 11, 2014 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The disclosure contained in Item 1.01. Entry into a Material
Definitive Agreement is incorporated in this Item 2.03 by
reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 4.1 |
Indenture, dated as of April 4, 2017, by and among Omega, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee. |
|
| 4.2 |
Indenture, dated as of September 11, 2014, by and among Omega, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Omegas Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2014). |
|
| 5.1 | Opinion of Bryan Cave LLP. | |
| 5.2 | Opinion of Robinson Cole LLP. |
| 5.3 | Opinion of Akerman LLP. | |
| 5.4 | Opinion of Ice Miller LLP. | |
| 5.5 | Opinion of Baudino Law Group, PLC. | |
| 5.6 | Opinion of Wyatt, Tarrant Combs, LLP. | |
| 5.7 | Opinion of Partridge, Snow Hahn LLP. | |
| 5.8 | Opinion of Miller, Johnson, Snell Cummiskey, P.L.C. | |
| 5.9 | Opinion of Butler Snow, LLP. | |
| 5.10 | Opinion of Jones Smith Law Firm, LLC. | |
| 5.11 | Opinion of Dinsmore Shohl LLP. | |
| 5.12 | Opinion of Montgomery, McCracken, Walker Rhoads, LLP. | |
| 8.1 | Opinion of Bryan Cave LLP regarding certain tax matters. | |
| 23.1 |
Consent of Bryan Cave LLP (Included in Exhibit 5.1 and Exhibit 8.1). |
|
| 23.2 | Consent of Robinson Cole LLP (Included in Exhibit 5.2). | |
| 23.3 | Consent of Akerman LLP (Included in Exhibit 5.3). | |
| 23.4 | Consent of Ice Miller LLP (Included in Exhibit 5.4). | |
| 23.5 | Consent of Baudino Law Group, PLC (Included in Exhibit 5.5). | |
| 23.6 |
Consent of Wyatt, Tarrant Combs, LLP (Included in Exhibit 5.6). |
|
| 23.7 |
Consent of Partridge, Snow Hahn LLP (Included in Exhibit 5.7). |
|
| 23.8 |
Consent of Miller, Johnson, Snell Cummiskey, P.L.C. (Included in Exhibit 5.8). |
|
| 23.9 | Consent of Butler Snow, LLP (Included in Exhibit 5.9). | |
| 23.10 |
Consent of Jones Smith Law Firm, LLC (Included in Exhibit 5.10). |
|
| 23.11 | Consent of Dinsmore Shohl LLP (Included in Exhibit 5.11). | |
| 23.12 |
Consent of Montgomery, McCracken, Walker Rhoads, LLP (Included in Exhibit 5.12). |
About OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI)
Omega Healthcare Investors, Inc. (Omega) is a self-administered real estate investment trust (REIT). The Company invests in income producing healthcare facilities, long-term care facilities located throughout the United States and the United Kingdom. It operates through the segment, which consists of investments in healthcare-related real estate properties. It provides lease or mortgage financing to qualified operators of skilled nursing facilities (SNFs) and assisted living facilities (ALFs), independent living facilities, rehabilitation and acute care facilities. Its portfolio consists of long-term leases and mortgage agreements. Its portfolio of investments included approximately 950 healthcare facilities, located in over 40 states and the United Kingdom that are operated by over 80 third-party operators. The portfolio consists of approximately 780 SNFs, 85 ALFs, 15 specialty facilities, one medical office building, and fixed rate mortgages on 55 SNFs and two ALFs. OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) Recent Trading Information
OMEGA HEALTHCARE INVESTORS, INC. (NYSE:OHI) closed its last trading session up +0.15 at 33.32 with 2,308,569 shares trading hands.