Obligation Omega Health Investors 4.75% ( US681936BK50 ) en USD

Omega Health Investors

100 % ▲

Etas-Unis

US681936BK50 ( en USD )

4.75% par an ( paiement semestriel )

15/01/2028

Prospectus brochure de l'obligation Omega Healthcare Investors US681936BK50 en USD 4.75%, échéance 15/01/2028

2 000 USD

550 000 000 USD

681936BK5

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/01/2026 ( Dans 134 jours )

Omega Healthcare Investors, Inc. est une société de placement immobilier (REIT) spécialisée dans l'acquisition et la gestion de propriétés de soins de santé, principalement des maisons de retraite et des centres de soins qualifiés aux États-Unis.

L'obligation Omega Healthcare Investors (US681936BK50, CUSIP 681936BK5), émise aux États-Unis pour un montant total de 550 000 000 USD, avec une maturité fixée au 15 janvier 2028, un taux d'intérêt de 4,75%, une taille minimale d'achat de 2 000 USD, un prix actuel de marché de 100% et des paiements semestriels, est notée BBB- par Standard & Poor's et Baa3 par Moody's.

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424B2 1 t1700894-424b2.htm FINAL PROSPECTUS SUPPLEMENT
TABLE OF CONTENTS
?File d Pursua nt t o Rule 4 2 4 (b)(2 )?
?Re gist ra t ion N o. 3 3 3 -2 0 8 7 1 0 ?
?
CALCU LAT I ON OF REGI ST RAT I ON FEE(1 )
?
Am ount
M a x im um
M a x im um
T it le of e a c h c la ss of
t o be
offe ring
a ggre ga t e
Am ount of
?
se c urit ie s t o be re gist e re d ??
re gist e re d
?? pric e pe r unit ?? offe ring pric e ??re gist ra t ion fe e (2 ) ?
?4.750% Senior Notes due 2028 ???$550,000,000???
??98.978% ????$544,379,000???
?$ 63,094
??
Guarantees of 4.750% Senior
?
Notes due 2028
????
(3?)??
??
(3) ?????
(3?)??
??
(3)
??
?4.500% Senior Notes due 2025 ???$150,000,000???
??99.540% ????$149,310,000???
?$ 17,306
??
Guarantees of 4.500% Senior
?
Notes due 2025
????
(3?)??
??
(3) ?????
(3?)??
??
(3)
??
?TOTAL
????
????
??
?
?????
????
?$ 80,400
??
(1) The information in this Calculation of Registration Fee Table (including the footnotes hereto) updates, with respect to
the securities offered hereby, the information set forth in the Calculation of Registration Fee Table included in the
Registration Statement on Form S-3 (No. 333-208710).
?
(2) The registration fee is calculated in accordance with Rule 457(o) and Rule 457(r) under the Securities Act of 1933, as
amended (the "Securities Act").
?
(3) Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable with respect to these
guarantees.
?
?
TABLE OF CONTENTS
Prospe c t us supple m e nt (t o prospe c t us da t e d De c e m be r 2 2 , 2 0 1 5 )
?$550,000,000 4.750% Senior notes due 2028
$150,000,000 4.500% Senior notes due 2025
T he c om pa ny:
· Omega Healthcare Investors, Inc. is a self-administered real estate investment trust, which we refer to as a REIT, investing in income-
producing healthcare facilities, principally long-term care facilities, located in the United States and United Kingdom. We provide lease or
mortgage financing to qualified operators of skilled nursing facilities and, to a lesser extent, assisted living facilities, independent living facilities
and rehabilitation and acute care facilities.
?
T he offe ring:
· We are offering $550,000,000 principal amount of our 4.750% Senior Notes due 2028, which we refer to as the 2028 notes, and $150,000,000
principal amount of our 4.500% Senior Notes due 2025, which we refer to as the 2025 notes. We collectively refer to both series of notes as the
"notes."
?
· Use of proceeds: We intend to use the net proceeds from this offering to (i) redeem all of our outstanding $400 million aggregate principal
amount of 5.875% Senior Notes due 2024, (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 our revolving credit facility. The remainder, if any, will be used for general
corporate purposes, including future acquisitions. See "Use of proceeds."
?
T he se nior not e s:
· Maturity: The 2028 notes will mature on January 15, 2028 and the 2025 notes will mature on January 15, 2025.
?
· Interest payments: The 2028 notes will pay interest semi-annually in cash in arrears on January 15 and July 15 of each year, beginning on
January 15, 2018. The 2025 notes will pay interest semi-annually in cash in arrears from January 15, 2017 on January 15 and July 15 of each
year, beginning on July 15, 2017.
?
· Ranking: The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior
debt and senior in right of payment to all of our existing and future subordinated debt. The notes will be effectively subordinated in right of
payment to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes will be
structurally subordinated to all existing and future liabilities (including indebtedness, trade payables and lease obligations) of each of our non-
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guarantor subsidiaries.
?
· Guarantees: The notes will be fully and unconditionally guaranteed, jointly and severally, by our existing and future subsidiaries that guarantee
indebtedness for money borrowed of Omega Healthcare Investors, Inc. in a principal amount at least equal to $50 million (including, as of the
date hereof, our existing senior notes and the facilities under our credit agreements).
?
· Redemption: We may redeem some or all of the 2028 notes prior to October 15, 2027, and the 2025 notes prior to October 15, 2024, in each
case at a price equal to 100% of the principal amount of such series plus a "make-whole" premium calculated by reference to U.S. treasuries
with a maturity comparable to the remaining term of the applicable series of 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 and the 2025 notes will
be redeemable at any time on or after October 15, 2024, in each case at a redemption price equal to 100% of the respective principal amount
thereof plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
?
· 2025 notes: The terms of the 2025 notes, other than their issue date, initial interest accrual date, first interest payment date and public offering
price, will be identical to the terms of the $250,000,000 aggregate principal amount of our outstanding 4.500% Senior Notes due 2025 issued on
July 17, 2015 under an Indenture, dated as of September 11, 2014, which we refer to as the existing 2025 notes. The 2025 notes offered by
this prospectus supplement and the accompanying prospectus will have the same CUSIP number as the existing 2025 notes and will trade
interchangeably with the existing 2025 notes immediately upon settlement. Upon consummation of this offering, the aggregate principal amount
of our 4.500% Senior Notes due 2025, including the 2025 notes offered hereby, will be $400,000,000.
?
· Form: The notes will be issued only in registered form in minimum denominations of?$2,000 and integral multiples of?$1,000 in excess thereof.
?
· Listing: The notes will not be listed on any securities exchange.
?
I nve st ing in t he not e s involve s risk . Y ou should c a re fully c onside r a ll of t he inform a t ion in t his prospe c t us
supple m e nt a nd t he a c c om pa nying prospe c t us. I n pa rt ic ula r, for a disc ussion of c e rt a in fa c t ors you should c onside r
be fore buying t he not e s, se e "Supple m e nt a l risk fa c t ors" be ginning on pa ge S-9 of t his prospe c t us supple m e nt , "Risk
fa c t ors" on pa ge 6 of t he a c c om pa nying prospe c t us a nd t he risk fa c t ors inc lude d in t he doc um e nt s inc orpora t e d by
re fe re nc e he re in.
?
? ? Pe r 2 0 2 8 not e ? ?
T ot a l
? ? Pe r 2 0 2 5 not e ? ?
T ot a l
?
Public offering price
? ?
??98.978% ? ? ? ?$ 544,379,000? ?
(1) ?
??99.540% ? ? ? ?$149,310,000 ?
(2)?
Underwriting discount
? ?
?? 0.650% ? ? ? ?$
3,575,000? ? ?
?? 0.625% ? ? ? ?$
937,500 ??
Proceeds before expenses to us
? ?
??98.328% ? ? ? ?$ 540,804,000? ?
(1) ?
??98.915% ? ? ? ?$148,372,500 ?
(2)?
(1)?Plus accrued interest from April 4, 2017, if settlement occurs after that date.
(2)?Plus accrued interest from and including January 15, 2017, the last day interest was paid on the existing 2025 notes, to the settlement date.
All such pre-issuance accrued interest from and including January 15, 2017 will be paid by the purchasers of the 2025 notes.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d
of t he se se c urit ie s or de t e rm ine d if t his pre lim ina ry prospe c t us supple m e nt is t rut hful or c om ple t e . Any
re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about
April 4, 2017. See "Underwriting--Extended settlement."
Joint book-running managers
?J .P. M orga n
?? BofA M e rrill Lync h ?? Cre dit Agric ole CI B ??
St ife l ??
Senior Co-Managers
?Ca pit a l One Se c urit ie s
?? RBC Ca pit a l M a rk e t s ??SunT rust Robinson H um phre y ??
?Wells Fargo Securities
??
M orga n St a nle y
??
M U FG ??
Co-Managers
?BBV A
??
BB& T Ca pit a l M a rk e t s
??
Re gions Se c urit ie s LLC??
?SM BC N ik k o
??
Synovus Se c urit ie s, I nc ??
The date of this prospectus supplement is March 28, 2017.
TABLE OF CONTENTS?
Y ou should re ly only on t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in
t his prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny "fre e w rit ing
prospe c t us" t ha t w e ha ve a ut horize d. We ha ve not , a nd t he unde rw rit e rs ha ve not ,
a ut horize d a nyone t o provide a ddit iona l inform a t ion or inform a t ion diffe re nt from
t ha t c ont a ine d or inc orpora t e d by re fe re nc e in t his prospe c t us supple m e nt , t he
a c c om pa nying prospe c t us a nd a ny suc h "fre e w rit ing prospe c t us." I f a nyone
provide s you w it h diffe re nt or inc onsist e nt inform a t ion, you should not re ly on it .
T his prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us do not c onst it ut e a n
offe r t o se ll, or a solic it a t ion of a n offe r t o purc ha se , t he se c urit ie s offe re d by t his
prospe c t us supple m e nt a nd t he a c c om pa nying prospe c t us in a ny jurisdic t ion in
w hic h it is unla w ful t o m a k e suc h offe r or solic it a t ion. N e it he r t he de live ry of t his
prospe c t us supple m e nt nor t he sa le of not e s offe re d he re by sha ll be de e m e d a
gua ra nt e e t ha t t he inform a t ion c ont a ine d or inc orpora t e d by re fe re nc e in t his
prospe c t us supple m e nt , t he a c c om pa nying prospe c t us a nd a ny suc h "fre e w rit ing
prospe c t us" is c orre c t a ft e r t he ir re spe c t ive da t e s.
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This document is in two parts. The first part is the prospectus supplement, which describes the terms
of this offering and adds to and updates information contained in the accompanying prospectus. The
second part is the prospectus, which provides more general information, some of which may not apply
to this offering. Generally, when we refer to this prospectus, we are referring to this prospectus
supplement and the accompanying prospectus. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in
the accompanying prospectus, on the other hand, you should rely on the information contained in this
prospectus supplement.
T a ble of c ont e nt s
Prospe c t us supple m e nt
? ?
Pa ge
?
Prospe c t us
? ? Pa ge ?
Non-GAAP financial measures
?? ?? S-ii ??
About this Prospectus
?? ?? 1 ??
Forward-looking statements
?? ?? S-iv ??
Available Information
?? ?? 2 ??
Market and industry data
?? ?? S-v ?I?
ncorporation of Certain Information by
Where you can find more information
?? ?? S-v ??Reference
?? ?? 3 ??
Prospectus supplement summary
?? ?? S-1 ??
Cautionary Disclosure Regarding
Forward-Looking Statements
The offering
?? ?? 4 ??
?? ?? S-3 ??
Summary historical financial
Risk Factors
?? ?? 6 ??
information
?? ?? S-6 ??
The Company
?? ?? 7 ??
Supplemental risk factors
?? ?? S-9 ??
The Operating Partnership
?? ?? 7 ??
Use of proceeds
?? ??S-14 ??
Use of Proceeds
?? ?? 8 ??
Capitalization
?? ??S-15 ??
Ratio of Earnings to Fixed Charges
?? ?? 8 ??
Description of other indebtedness
?? ??S-16 ??
Description OF Debt Securities
?? ?? 9 ??
Description of the notes
?? ??S-24 ??
Description of Guarantees
?? ??11 ??
Underwriting
?? ??S-51 ??
Material U.S. Federal Income Tax
Certain United States federal income tax
Considerations
?? ??12 ??
considerations
?? ??S-56 ??
Plan of Distribution
?? ??17 ??
Certain legal matters
?? ??S-62 ??
Legal Matters
?? ??20 ??
Experts
?? ??S-62 ??
Experts
?? ??20 ??
?
S-i
TABLE OF CONTENTS?
N on-GAAP fina nc ia l m e a sure s
This prospectus supplement includes statements of our Funds From Operations, which we refer to as
FFO, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. For purposes of
Regulation G promulgated by the Securities and Exchange Commission, which we refer to as the
Commission, a non-GAAP financial measure is a numerical measure of a company's historical or
future financial performance, financial position or cash flows that excludes amounts, or is subject to
adjustments that have the effect of excluding amounts, that are included in the most directly
comparable financial measure calculated and presented in accordance with GAAP in our statement of
operations, balance sheet or statement of cash flows (or equivalent statements); or includes amounts,
or is subject to adjustments that have the effect of including amounts, that are excluded from the most
directly comparable financial measure so calculated and presented. In accordance with the
requirements of Regulation G, we have provided reconciliations of the non-GAAP financial measures to
the most directly comparable GAAP financial measures.
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We calculate and report FFO in accordance with the definition and interpretive guidelines issued by the
National Association of Real Estate Investment Trusts, which we refer to as NAREIT, and,
consequently, FFO is defined as net income (computed in accordance with GAAP), adjusted for the
effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and
impairment on real estate assets, and after adjustments for unconsolidated partnerships and joint
ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect
funds from operations on the same basis. We believe that FFO is an important supplemental measure
of our operating performance. Because the historical cost accounting convention used for real estate
assets requires depreciation (except on land), such accounting presentation implies that the value of
real estate assets diminishes predictably over time, while real estate values instead have historically
risen or fallen with market conditions. FFO was designed by the real estate industry to address this
issue. FFO as used herein is not necessarily comparable to FFO of other REITs that do not use the
same definition or implementation guidelines or interpret the standards differently from us.
FFO is a non-GAAP financial measure. We use FFO as one of several criteria to measure the
operating performance of our business. We further believe that by excluding the effect of depreciation,
amortization, impairment on real estate assets and gains or losses from sales of real estate, all of
which are based on historical costs and which may be of limited relevance in evaluating current
performance, FFO can facilitate comparisons of operating performance between periods and between
other REITs. We offer this measure to assist the users of our financial statements in evaluating our
financial performance under GAAP, and FFO should not be considered a measure of liquidity, an
alternative to net income or an indicator of any other performance measure determined in accordance
with GAAP. Investors and potential investors in our securities should not rely on this measure as a
substitute for any GAAP measure, including net income.
EBITDA is defined as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA
is defined as earnings before interest, taxes, depreciation, amortization, gain or loss on asset sales-net,
provisions for impairment and certain non-recurring revenues and expenses. We believe that the
presentation of EBITDA and Adjusted EBITDA provide useful information regarding our ability to service
debt and provide useful information to investors regarding our results of operations because these
measures are useful for trending, analyzing and benchmarking the performance and value of our
business. We use EBITDA and Adjusted EBITDA primarily as performance measures. We also use
EBITDA and Adjusted EBITDA in our annual budget process. We believe EBITDA and Adjusted
EBITDA facilitate internal comparisons to historical operating performance of prior periods and external
comparisons to competitors'
S-ii
TABLE OF CONTENTS
historical operating performance. Although we use EBITDA and Adjusted EBITDA as financial
measures to assess the performance of our business, the use of EBITDA and Adjusted EBITDA is
limited because these measures do not take into account certain material costs necessary to operate
our business. These costs include, but are not limited to, the cost to service our debt, the non-cash
depreciation and amortization associated with our long-lived assets, the cost of our federal and state
tax obligations, if any, and the operating results of our discontinued businesses. Because EBITDA and
Adjusted EBITDA do not take into account important elements of our cost structure, a user of our
financial information who relies on EBITDA or Adjusted EBITDA as the only measure of our
performance could draw an incomplete or misleading conclusion regarding our financial performance.
Consequently, a user of our financial information should consider net income as an important measure
of our financial performance because it provides the most complete measure of our performance.
EBITDA and Adjusted EBITDA should not be considered as alternative measures of operating results
or cash flow from operations as determined in accordance with GAAP. EBITDA and Adjusted EBITDA
as presented may not be comparable to other similarly titled measures used by other companies.
EBITDA and Adjusted EBITDA should be considered in addition to, not as substitutes for or superior to,
GAAP financial measures, or as indicators of operating performance.
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S-iii
TABLE OF CONTENTS?
Forw a rd-look ing st a t e m e nt s
This prospectus supplement, the accompanying prospectus and the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus include forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 as amended, which we
refer to as the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
which we refer to as the Exchange Act. All statements other than statements of historical facts included
in this prospectus supplement and the documents incorporated by reference in this prospectus
supplement or the accompanying prospectus may constitute forward-looking statements. These
statements relate to our expectations, beliefs, intentions, plans, objectives, goals, strategies, future
events, performance and underlying assumptions and other statements other than statements of
historical facts. In some cases, you can identify forward-looking statements by the use of forward-
looking terminology including, but not limited to, terms such as "may," "will," "anticipates," "expects,"
"believes," "intends," "should" or comparable terms or the negative thereof or variations thereon or
similar terminology. These statements are based on information available on the date of this filing and
only speak as to the date hereof and no obligation to update such forward-looking statements should
be assumed. Our actual results may differ materially from those reflected in the forward-looking
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statements included or incorporated in this prospectus supplement or the accompanying prospectus.
These forward-looking statements involve risks and uncertainties that may cause our actual future
activities and results of operations to be materially different from those suggested or described in this
prospectus supplement. There are a number of factors that could cause our actual results to differ
materially from those projected in such forward-looking statements. These factors include, without
limitation:
· those items discussed under "Supplemental risk factors" herein and under "Risk Factors" in Item 1A
to our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as supplemented
from time-to-time in Part II, Item 1A to our Quarterly Reports on Form 10-Q;
?
· uncertainties relating to the business operations of the operators of our assets, including those
relating to reimbursement by third-party payors, regulatory matters and occupancy levels;
?
· the ability of any operators in bankruptcy to reject unexpired lease obligations, modify the terms of
our mortgages and impede our ability to collect unpaid rent or interest during the process of a
bankruptcy proceeding and retain security deposits for the debtors' obligations;
?
· our ability to sell closed or foreclosed assets on a timely basis and on terms that allow us to realize
the carrying value of these assets;
?
· our ability to manage, re-lease or sell any owned and operated facilities;
?
· the availability and cost of capital to us;
?
· changes in our credit ratings and the ratings of our debt securities;
?
· competition in the financing of healthcare facilities;
?
· regulatory and other changes in the healthcare sector;
?
· changes in the financial position of our operators;
?
· the effect of economic and market conditions generally and, particularly, in the healthcare industry;
?
· changes in interest rates;
?
· the amount and yield of any additional investments;
?
?
S-iv
TABLE OF CONTENTS? ?
· changes in tax laws and regulations affecting REITs;
?
· the potential impact of changes in the skilled nursing facility and assisted living facility market or local
real estate conditions on our ability to dispose of assets held for sale for the anticipated proceeds or
on a timely basis, or to redeploy the proceeds therefrom on favorable terms; and
?
· our ability to maintain our status as a real estate investment trust.
?
Any subsequent written or oral forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the cautionary statements set forth or referred to
above, as well as the risk factors included in this prospectus supplement or incorporated by reference
in this prospectus supplement and the accompanying prospectus and any free writing prospectus.
Except as required by law, we disclaim any obligation to update such statements or to publicly
announce the result of any revisions to any of the forward-looking statements included or incorporated
by reference in this prospectus supplement to reflect future events or developments.
M a rk e t a nd indust ry da t a
This prospectus supplement and the accompanying prospectus, and the documents incorporated by
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reference herein and therein include market share, industry data and forecasts that we obtained from
the United States Census Bureau and the Centers for Medicare and Medicaid Services. In this
prospectus supplement and the accompanying prospectus, as well as the documents incorporated by
reference into this prospectus supplement and the accompanying prospectus, we rely on and refer to
additional information regarding market data obtained from internal sources, market research, publicly
available information and industry publications. Although we believe the information is reliable, neither
we nor the underwriters can guarantee the accuracy or completeness of the information and have not
independently verified it.
Whe re you c a n find m ore inform a t ion
We are subject to the informational requirements of the Exchange Act. As a result, we file annual,
quarterly and current reports, proxy statements and other information with the Commission. You may
read and copy any document we file with the Commission at its public reference room at 100 F Street,
N.E., Washington, D.C. 20549. You can call the Commission at 1-800-SEC-0330 for further information
on the operation of the public reference room. Our Commission filings are also available to the public at
the web site maintained by the Commission at www.sec.gov, as well as on our website at
www.omegahealthcare.com. Because shares of our common stock trade on the New York Stock
Exchange, which we refer to as the NYSE, you may inspect information that we file with the NYSE at
the offices of the NYSE at 20 Broad Street, New York, New York 10005. Information on our website is
not incorporated by reference herein, and our web address is included as an inactive textual reference
only.
We "incorporate by reference" certain information we file with the Commission, which means that we
can disclose important information to you by referring to our filings with the Commission. The
information that we incorporate by reference is considered a part of this prospectus supplement, and
information that we file later with the Commission will automatically update and supersede the
information contained in this prospectus supplement. We incorporate by reference into this prospectus
supplement the documents listed below, which we have previously filed with the Commission:*
?
* We are not incorporating and will not incorporate by reference into this prospectus past or future information on reports
furnished or that will be furnished under Items 2.02 and/or 7.01 of, or otherwise with, Form 8-K.
S-v
TABLE OF CONTENTS
· our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Commission
on February 24, 2017;
?
· our Current Report on Form 8-K, filed with the Commission on January 13, 2017; and
?
· those portions of our Proxy Statement on Schedule 14A filed with the Commission on April 25, 2016
that are specifically incorporated by reference in our Annual Report on Form 10-K for the year ended
December 31, 2015.
?
All documents we file with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus supplement and prior to the termination of this
offering will be deemed to be incorporated by reference into this prospectus supplement and to be a
part hereof from the respective dates of the filing of such documents, other than information in the
documents that is not deemed to be filed with the Commission. A statement contained in this
prospectus supplement or in a document incorporated or deemed to be incorporated by reference into
this prospectus supplement will be deemed to be modified or superseded to the extent that a statement
contained in any subsequently filed document that is incorporated by reference into this prospectus
supplement or accompanying prospectus, modifies or supersedes that statement. Any statements so
modified or superseded will not be deemed, except as so modified or superseded, to constitute a part
of this prospectus supplement.
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These documents contain important information about our financial condition. You may obtain copies of
any documents incorporated by reference in this prospectus supplement from us, from the Commission
or from the Commission's website as described below. Documents incorporated by reference are
available without charge from us, excluding exhibits thereto, unless we have specifically incorporated
by reference such exhibits in this prospectus supplement. Any person, including any beneficial owner,
to whom this prospectus supplement is delivered, may obtain documents incorporated by reference in,
but not delivered with, this prospectus supplement by requesting them from us in writing or by
telephone at Omega Healthcare Investors, Inc., Attention: Chief Financial Officer, 303 International
Circle, Suite 200, Hunt Valley, Maryland 21030, telephone number (410) 427-1700. You may also
access our filings free of charge on our website at www.omegahealthcare.com, or at the website
maintained by the Commission at www.sec.gov. Information on our website is not incorporated by
reference herein, and our web address is included as an inactive textual reference only.
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Prospe c t us supple m e nt sum m a ry
This summary contains basic information about our company and the offering. This summary highlights
selected information contained elsewhere in this prospectus supplement, the accompanying prospectus
and the documents we incorporate by reference herein and therein. This summary is not complete and
does not contain all of the information that you should consider before deciding whether or not to invest
in the notes. For a more complete understanding of our company and this offering you should read this
entire prospectus supplement and accompanying prospectus, including "Supplemental risk factors" and
the financial information and notes thereto incorporated by reference.
Unless otherwise indicated or required by the context, the terms "we," "our," "us," "Omega," the "Issuer"
and the "company" refer to Omega Healthcare Investors, Inc. and all of its subsidiaries that are
consolidated under GAAP. Unless otherwise indicated, references to aggregate principal amount of
debt or borrowings do not include fair value adjustments under GAAP.
Our c om pa ny
We are a self-administered real estate investment trust, which we refer to as a REIT, investing in
income producing healthcare facilities, principally long-term care facilities located in the United States
and the United Kingdom. We provide lease or mortgage financing to qualified operators of skilled
nursing facilities, which we refer to as SNFs, and, to a lesser extent, assisted living facilities, which we
refer to as ALFs, independent living facilities and rehabilitation and acute care facilities, which we refer
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to as specialty facilities. We have historically financed investments through borrowings under our
revolving credit facilities, private placements or public offerings of our debt and equity securities, the
assumption of secured indebtedness, retention of cash flow, or a combination of these methods.
As of December 31, 2016, our portfolio of investments included 996 healthcare facilities located in 42
states and the U.K. and operated by 79 third-party operators. We use the term "operator" to refer to our
tenants and mortgagors and their affiliates who manage and/or operate our properties. This portfolio
was made up of:
· 809 SNFs, 101 ALFs, 16 specialty facilities and one medical office building;
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· fixed rate mortgages on 44 SNFs and two ALFs; and
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· 23 facilities closed or held-for-sale.
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As of December 31, 2016, our gross investments in these facilities, net of impairments and reserves for
uncollectible loans, totaled approximately $8.9 billion. In addition, as of December 31, 2016 we held
other investments of approximately $256.8 million, consisting primarily of secured loans to third-party
operators of our facilities.
We are structured as an umbrella partnership real estate investment trust, which we refer to as an
UPREIT. Accordingly, substantially all of our assets are held by OHI Healthcare Properties Limited
Partnership, an operating partnership that is a subsidiary of Omega, which we refer to as the Operating
Partnership. Omega and a wholly-owned subsidiary of Omega are the general partners of the
Operating Partnership and have exclusive control over the Operating Partnership's day-to-day
management. As of December 31, 2016, we owned approximately 96% of the issued and outstanding
units of partnership interest of the Operating Partnership, and investors owned approximately 4% of the
units.
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Corpora t e inform a t ion
We were incorporated in the State of Maryland on March 31, 1992. Our principal executive office is
located at 303 International Circle, Suite 200, Hunt Valley, Maryland 21030, and our telephone number
is (410) 427-1700. Additional information regarding our company is set forth in documents on file with
the Commission and incorporated by reference in this prospectus supplement. See "Where you can find
more information."
Our filings with the Commission, including our Annual Report on Form 10-K, Quarterly Reports on
Form 10-Q, Current Reports on Form 8-K and amendments to those reports are accessible free of
charge on our website at www.omegahealthcare.com. Information on our website does not constitute
part of this prospectus supplement.
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T he offe ring
The summary below describes the principal terms of the notes. Certain of the terms and conditions
described below are subject to important limitations and exceptions. "Description of the notes" contains
a more detailed description of the terms and conditions of the notes. In this "The offering" section, the
"Issuer" or "Omega" refers to Omega Healthcare Investors, Inc. only and not to any of its subsidiaries.
I ssue r
Omega Healthcare Investors, Inc.
N ot e s offe re d
$550,000,000 aggregate principal amount of 4.750% Senior Notes due
2028.
$150,000,000 aggregate principal amount of 4.500% Senior Notes due
2025.
The 2025 notes will constitute a further issuance of the $250,000,000
principal amount of 4.500% Senior Notes due 2025 that were issued on
July 17, 2015 under an Indenture, dated as of September 11, 2014, among
us, the Subsidiary Guarantors named therein and U.S. Bank National
Association, as trustee, which we refer to as the 2025 notes indenture. The
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