Omega Healthcare Investors, Inc. Announces Pricing of Tender Offer
March 17, 2021 at 01:28 pm EDT
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Omega Healthcare Investors, Inc. announced the consideration payable in connection with its previously announced tender offer (the Tender Offer) to purchase for cash up to an aggregate principal amount of $350 million (the Aggregate Maximum Tender Amount) of its 4.375% Senior Notes due 2023. Title of Note: 4.375% Senior Notes due 2023; CUSIP Number: 681936BJ8; Principal Amount Outstanding: $700 million; Aggregate Maximum Tender Amount: $350 million; U.S. Treasury Reference Security: 1.625% UST due May 31, 2023; U.S. Treasury Reference Security Yield: 0.204%; Bloomberg Reference Page: FIT5; Fixed Spread: +50 bps; Early Tender Premium: $30; Applicable Par Call Date: June 1, 2023; Total Consideration: $1,080.09. The Tender Offer was made on the terms and conditions set forth in the Offer to Purchase, dated March 3, 2021, as amended by press release on March 3, 2021 (as the same may be further amended or supplemented, the Offer to Purchase). The Tender Offer will expire at 11:59 p.m., New York City Time, at the end of March 30, 2021, unless earlier terminated. The Total Consideration for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City Time, March 17, 2021. Only holders of Notes who validly tendered and did not validly withdraw their Notes at or prior to 5:00 p.m., New York City Time, on March 16, 2021 (such date and time, as it may be extended with respect to a Tender Offer, the "Early Tender Time") are eligible to receive the Total Consideration for such Notes accepted for purchase. Holders of the Notes will also receive accrued and unpaid interest on their Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the settlement date. Withdrawal rights for the Notes expired at 5:00 p.m., New York City Time, on March 16, 2021. On March 18, 2021, Omega expects to pay for the Notes that were validly tendered prior to or at the Early Tender Time and that are accepted for purchase. Because the aggregate principal amount of the Notes validly tendered and not validly withdrawn exceeds the Aggregate Maximum Tender Amount, Omega will not accept for purchase all of the Notes that have been validly tendered and not validly withdrawn and will only accept for purchase the Aggregate Maximum Tender Amount of those Notes. Accordingly, the Notes validly tendered and not validly withdrawn will be subject to proration. The Company will use a proration rate of approximately 79.41% for the Notes. The Notes tendered by a holder will be multiplied by the proration rate and then rounded down to the nearest $1,000 increment; provided that if less than all of a holder's tendered Notes are accepted for purchase, such holder must continue to hold Notes in the minimum authorized denomination of $2,000 principal amount. Since the Tender Offer for the Notes was fully subscribed as of the Early Tender Time, Omega will not accept for purchase any Notes validly tendered after the Early Tender Time.
Omega Healthcare Investors, Inc. is a real estate investment trust (REIT). The Company operates through a single segment, which invests in healthcare-related real estate properties located in the United States and the United Kingdom. Its core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (SNFs), assisted living facilities (ALFs), and to a lesser extent, independent living facilities (ILFs), rehabilitation and acute care facilities (specialty facilities) and medical office buildings (MOBs). Its core portfolio consists of its long-term leases and real estate loans with healthcare operating companies and affiliates. In addition, the Company makes loans to operators and/or their principals. The Company's portfolio of real estate investments includes over 891 healthcare facilities, located in 42 states and the United Kingdom that are operated by 74 third-party operators.