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"), pursuant 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 Omega's 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 pursuant to Omega's 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 Exhibit 1.1 and is incorporated by reference
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. Pursuant 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.
1.1 Underwriting Agreement dated March 28, 2017, by and among Omega
Healthcare Investors, Inc., 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.
99.1 Press Release dated March 29, 2017.
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