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 March 28, 2017, Omega Healthcare Investors, Inc. (Omega),
entered into an Underwriting Agreement with J.P. Morgan
Securities LLC, Credit Agricole Securities (USA) Inc., Merrill
Lynch, Pierce, Fenner Smith Incorporated and Stifel, Nicolaus
Company, Incorporated, as representatives of the several
underwriters named therein (the Underwriters), to which Omega
agreed to issue and sell to the Underwriters $550 million
aggregate principal amount of its 4.750% Senior Notes due 2028
(the 2028 Notes) and $150 million aggregate principal amount of
its 4.500% Senior Notes due 2025 (the 2025 Notes, and
collectively with the 2028 Notes, the Notes). The 2025 Notes are
a further issuance of, fully fungible with, rank equally in right
of payment with and form a single series with the $250 million
principal amount of 4.500% Senior Notes due 2025 initially issued
by Omega on July 17, 2015.
The Notes will be guaranteed by Omegas existing and future
subsidiaries that guarantee indebtedness for money borrowed by
Omega. The public offering price of the 2028 Notes was 98.978% of
the principal amount, and the public offering price of the 2025
Notes was 99.540% of the principal amount.
Omega expects to use the net proceeds from the Notes offering to
(i) redeem all of its outstanding $400 million aggregate
principal amount of 5.875% Senior Notes due 2024 (the 2024
Notes), (ii) repay a $200 million senior unsecured incremental
term loan facility which is due and payable in full on June 27,
2017, and (iii) repay outstanding borrowings under its revolving
credit facility. The remainder, if any, will be used for general
corporate purposes, including future acquisitions.
The offering is being made to Omegas automatic shelf registration
statement on Form S-3 (Registration No.333-208710) and a related
prospectus supplement filed with the Securities and Exchange
Commission.
The Underwriting Agreement includes customary representations,
warranties and covenants by Omega. Under the terms of the
Underwriting Agreement, Omega has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
arising under the Securities Act of 1933, as amended. The
foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such document, a copy of which is
attached hereto as Exhibit1.1 and is incorporated by reference
herein.
| Item 8.01 | Other Events. |
On March 29, 2017, Omega issued a press release announcing that
it will redeem all of its outstanding 2024 Notes and has mailed
an irrevocable notice of redemption with respect to such notes.
The 2024 Notes will be redeemed in full on April 28, 2017. to the
terms of the indenture governing the 2024 Notes, Omega will
redeem the outstanding 2024 Notes at a redemption price of
102.938% of their principal amount, plus accrued and unpaid
interest to, but not including, the redemption date.
A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 1.1 |
Underwriting Agreement dated March 28, 2017, by and among |
|
| 99.1 | Press Release dated March 29, 2017. |
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 +0.18 at 32.98 with 1,445,761 shares trading hands.
