Obbligazione Omega Health Investors Inc 3.625% ( US681936BL34 ) in USD

Omega Health Investors Inc

100 USD ▲

Stati Uniti

US681936BL34 ( in USD )

3.625% per anno ( pagato 2 volte l'anno)

30/09/2029

Prospetto opuscolo dell'obbligazione Omega Healthcare Investors Inc US681936BL34 en USD 3.625%, scadenza 30/09/2029

2 000 USD

500 000 000 USD

681936BL3

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/10/2026 ( In 182 giorni )

Omega Healthcare Investors Inc. è una società di investimento immobiliare sanitaria (REIT) che possiede e gestisce immobili a locazione a lungo termine per strutture sanitarie assistenziali negli Stati Uniti e nel Regno Unito.

The Obbligazione issued by Omega Health Investors Inc ( United States ) , in USD, with the ISIN code US681936BL34, pays a coupon of 3.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 30/09/2029

The Obbligazione issued by Omega Health Investors Inc ( United States ) , in USD, with the ISIN code US681936BL34, was rated Baa3 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Omega Health Investors Inc ( United States ) , in USD, with the ISIN code US681936BL34, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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?Filed Pursuant to Rule 424(b)(5)?
?Registration No. 333-228321, 333-228321-01?
CALCULATION OF REGISTRATION FEE
?
?
Proposed maximum
Title of each class of securities
Amount to be
Proposed maximum
aggregate offering
Amount of
to be registered
(1)
? ?
Registered
? ?
offering price
? ?
price
? ? registration fee
?
3.625% Notes due 2029
???$500,000,000???
??98.542%
??? ?$ 492,710,000 ??? ?$59,717.00 ? ?
(1) Calculated in accordance with Rule 457(o) and 457(r) the Securities Act of 1933, as amended. In accordance
with Rules 456(b) and 457(r), the registrant initially deferred payment of all the registration fees for
Registration Statement No. 333-228321 filed by the registrant on November 9, 2018.
?
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Prospectus Supplement
(To Prospectus dated November 9, 2018)
$500,000,000
3.625% Senior Notes due 2029
We are offering $500,000,000 principal amount of our 3.625% Senior Notes due 2029, which we refer to as the notes. We intend to use the net
proceeds from this offering to repay outstanding borrowings under our credit facilities. See "Use of proceeds."
The notes will pay interest semi-annually in cash in arrears on April 1 and October 1 of each year, beginning on April 1, 2020. The notes will
mature on October 1, 2029.
We may redeem some or all of the notes prior to July 1, 2029, 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 applicable series of notes, and accrued
and unpaid interest, if any, to, but not including, the redemption date. The notes will be redeemable at any time on or after July 1, 2029, at a
redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the redemption date.
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-guarantor
subsidiaries.
The notes will be fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, a subsidiary, which guarantees
unsecured 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).
The notes will be issued only in registered form in minimum denominations of?$2,000 and integral multiples of?$1,000 in excess thereof. The
notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
Investing in the notes involves risk. You should carefully consider all of the information in this prospectus
supplement and the accompanying prospectus. In particular, for a discussion of certain factors you should
consider before buying the notes, see "Supplemental risk factors" beginning on page S-5 of this prospectus
supplement, "Risk factors" on page 5 of the accompanying prospectus and the risk factors included in the
documents incorporated by reference herein.
Neither the Securities and Exchange Commission, which we refer to as the SEC, nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement or accompanying prospectus are accurate or complete. Any
representation to the contrary is a criminal offense.
?
? ? Per note ? ?
Total
?
Public offering price
? ? ??98.542? ?
% ??$492,710,000??
Underwriting discount
? ? ??
0.65? ?
% ??$
3,250,000??
Proceeds before expenses to us
? ? ??97.892? ?
% ??$489,460,000??
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
September 20, 2019. See "Underwriting--Extended settlement."
Joint Book-Running Managers
?Wells Fargo Securities ?
? BofA Merrill Lynch ?
? Credit Agricole CIB ?
? J.P. Morgan?
?
Morgan Stanley
?
Senior Co-Managers
?
Capital One Securities
?
?
BB&T Capital Markets
?
?
BBVA
?
?
MUFG
?
?
RBC Capital Markets
?
?
Regions Securities LLC
?
?
Scotiabank
?
?
Stifel
?
?
SunTrust Robinson Humphrey
?
Co-Managers:
?
Fifth Third Securities
?
?
Huntington Capital Markets
?
?
SMBC Nikko
?
The date of this prospectus supplement is September 17, 2019.
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You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus or in any free writing prospectus relating to this offering
prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters have
authorized any other person to provide you with different or additional information. If anyone provides you
with different or additional information, you should not rely on it. We are not, and the underwriters are not,
making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should
assume that the information appearing in this prospectus supplement, the accompanying prospectus, or in
any free writing prospectus relating to this offering prepared by or on behalf of us or to which we have
referred you, including the documents incorporated herein and therein by reference, is accurate only as of
their respective dates. Our business, financial condition, results of operations and prospects may have
changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement
? ?
Page
?
Prospectus
? ? Page ?
PROSPECTUS SUPPLEMENT
ABOUT THIS PROSPECTUS
?? ?? 1 ??
SUMMARY
???? S-1??
AVAILABLE INFORMATION
?? ?? 1 ??
THE OFFERING
???? S-3??
INCORPORATION OF CERTAIN
SUPPLEMENTAL RISK FACTORS
???? S-5??
INFORMATION BY REFERENCE
?? ?? 2 ??
FORWARD-LOOKING STATEMENTS
???? S-9??
CAUTIONARY DISCLOSURE
MARKET AND INDUSTRY DATA
????S-11??
REGARDING FORWARD-LOOKING
WHERE YOU CAN FIND MORE
STATEMENTS
?? ?? 3 ??
INFORMATION
????S-11??
RISK FACTORS
?? ?? 5 ??
USE OF PROCEEDS
????S-13??
THE COMPANY
?? ?? 6 ??
DESCRIPTION OF OTHER
THE OPERATING PARTNERSHIP
?? ?? 6 ??
INDEBTEDNESS
????S-14??
USE OF PROCEEDS
?? ?? 7 ??
DESCRIPTION OF THE NOTES
????S-21??
DESCRIPTION OF DEBT SECURITIES
?? ?? 8 ??
UNDERWRITING
????S-42??
DESCRIPTION OF GUARANTEES
?? ??10 ??
CERTAIN UNITED STATES FEDERAL
U.S. FEDERAL INCOME TAX
INCOME TAX CONSIDERATIONS
????S-47??
CONSIDERATIONS
?? ??11 ??
CERTAIN LEGAL MATTERS
????S-52??
PLAN OF DISTRIBUTION
?? ??22 ??
EXPERTS
????S-52??
LEGAL MATTERS
?? ??24 ??
EXPERTS
?? ??24 ??
?
This prospectus supplement is a supplement to the accompanying prospectus. If information in this prospectus
supplement is inconsistent with the prospectus, the information in this prospectus supplement will supersede the
information in the prospectus. It is important for you to read and carefully consider all information contained in this
prospectus supplement and the accompanying prospectus. You should also read and carefully consider the
information in the documents to which we have referred you in "Where you can find more information."
Unless otherwise indicated or required by the context, the terms "we," "our," "us," "Omega" and the
"company" refer to Omega Healthcare Investors, Inc. and all of its subsidiaries that are consolidated under
Generally Accepted Accounting Principles, which we refer to as GAAP. Unless otherwise indicated, references to
aggregate principal amount of debt or borrowings do not include fair value adjustments under GAAP.
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PROSPECTUS SUPPLEMENT SUMMARY
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.
Our company
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, which we refer to as the U.K. We provide financing or capital to qualified operators of skilled nursing
facilities, which we refer to as SNFs, assisted living facilities, which we refer to as ALFs, and to a lesser extent,
independent living facilities and rehabilitation and acute care facilities, which we refer to as specialty facilities and
medical office buildings. 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. From time to time we may refinance our
existing indebtedness, including through the issuance of new debt securities.
As of June 30, 2019, our portfolio of real estate investments consisted of 949 healthcare facilities, located in
41 states and the U.K. and operated by 75 third-party operators. Our investment in these facilities, net of
impairments and allowances, totaled approximately $9.2 billion at June 30, 2019, with approximately 97% of our
real estate investments related to long-term care facilities. Our portfolio is made up of 746 SNFs, 117 ALFs, 28
specialty facilities, two medical office buildings, fixed rate mortgages on 45 SNFs, two ALFs and four specialty
facilities and five facilities that are closed/held for sale. At June 30, 2019, we also held other investments of
approximately $367.2 million, consisting primarily of secured loans to third-party operators of our facilities and
$102.8 million of investments in two unconsolidated joint ventures.
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 Healthcare Investors, Inc., which we refer to as the Operating Partnership.
Omega Healthcare Investors, Inc. is the general partner of the Operating Partnership and has exclusive control over
the Operating Partnership's day-to-day management. As of June 30, 2019, we owned approximately 97% of the
issued and outstanding units of partnership interest of the Operating Partnership, and investors owned
approximately 3% of the units.
Corporate information
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 SEC and incorporated by
reference in this prospectus supplement. See "Where you can find more information."
Recent developments
Pending acquisition
On July 26, 2019, we entered into an agreement to purchase 60 facilities (58 SNFs and two ALFs) for
$735 million consisting of approximately $345 million of cash and the assumption of approximately $390 million
(as of August 1, 2019) in mortgage loans guaranteed by the U.S. Department of Housing and Urban Development,
which we refer to as HUD. These HUD loans have a blended "all-in" rate (including Mortgage Insurance
Premiums) of 3.66% per annum with maturities between September 2046 and December 2051.
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Completion of the transaction is subject to consent by HUD as well as the satisfaction of customary closing
conditions. No assurance can be given as to when or if? (i) HUD's consent will be obtained, (ii) the closing
conditions will be satisfied and (iii) the acquisition will be completed. The closing of the transaction is not
conditioned upon the closing of this offering.
Pending equity financing
On September 12, 2019, we closed an underwritten public offering of 7,500,000 shares of our common stock,
which we refer to as Forward Shares, with BofA Securities, Inc., which we refer to as the Underwriter, in
connection with a Forward Sale Agreement between us and Bank of America, N.A., which we refer to as the
Forward Purchaser. Pursuant to the Forward Sale Agreement, the Forward Purchaser or its affiliate agreed to
borrow and sell to the Underwriter an aggregate number of shares of our common stock equal to the number of
Forward Shares delivered in the offering. Subject to our right to elect cash or net share settlement subject to certain
conditions, we intend to deliver, upon physical settlement of the Forward Sale Agreement on one or more dates
specified by us occurring no later than September 10, 2020, the Forward Shares to the Forward Purchaser in
exchange for cash proceeds per share equal to $40.01, which is the initial public offering price less underwriting
discounts and commissions, and is subject to certain adjustments as provided in the Forward Sale Agreement.
Additionally, the Forward Purchaser has granted the Underwriter a 30-day option from the date of the Forward
Sale Agreement to purchase up to an additional 1,125,000 shares of our common stock at the initial public offering
price less the underwriting discounts and commissions. Upon any exercise of such option, we expect to enter into
an additional Forward Sale Agreement with the Forward Purchaser in connection with the Forward Shares
underlying such option exercise.
We will not initially receive any proceeds from the sale of shares of our common stock by the Forward
Purchaser. We expect to use the net proceeds, if any, upon the future settlement of the Forward Sale Agreement to
fund the pending acquisition described under "Recent developments--Pending acquisition" above. The remainder,
if any, will be used for general corporate purposes, including other future potential acquisitions or investment
opportunities or the repayment of outstanding indebtedness. The settlement of the Forward Sale Agreement and the
pending acquisition are not conditioned on each other. Selling common stock through the Forward Sale Agreement
enables us to set the price of such shares upon pricing of the offering (subject to certain adjustments) while delaying
the issuance of such shares and the receipt of the net proceeds until the expected funding requirements described
above have occurred.
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THE OFFERING
The summary below describes the principal terms of the offering of the notes. Certain of the terms and
conditions described below are subject to important limitations and exceptions. See "Underwriting" for a more
detailed description of the terms and conditions of this offering.
Issuer
Omega Healthcare Investors, Inc.
Notes offered
$500,000,000 aggregate principal amount of 3.625% Senior Notes
due 2029.
Maturity date
The notes will mature on October 1, 2029.
Interest
Interest on the notes will accrue at a rate of 3.625% per annum,
payable semi-annually in cash in arrears on April 1 and October 1 of
each year, commencing April 1, 2020.
Guarantees
The notes will be fully and unconditionally guaranteed, jointly and
severally, by our existing and future subsidiaries (including the
Operating Partnership) that guarantee unsecured indebtedness for
money borrowed of the Issuer in a principal amount at least equal to
$50 million (including, as of the date hereof, our existing senior notes,
our unsecured revolving credit facility and our unsecured term loans).
The sole initial Subsidiary Guarantor will be the Operating
Partnership, which is the only subsidiary that currently guarantees
unsecured indebtedness for money borrowed of the Issuer in a
principal amount at least equal to $50 million.
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-guarantor subsidiaries.
As of June 30, 2019, on an as adjusted basis after giving effect to the
issuance of these notes and the application of the net proceeds as
described under "Use of proceeds," we would have had
approximately $4.8 billion of debt outstanding, including $7.3 million
of borrowings outstanding under our revolving credit facility and
$902 million of term loans outstanding under our term loan facilities.
See "Recent developments--Pending acquisition" for information
regarding additional secured indebtedness to be assumed in
connection with a pending acquisition.
Security
The notes and the guarantees will be issued on a senior unsecured
basis.
Optional redemption
We may redeem some or all of the notes prior to July 1, 2029 (the
"Par Call Date"), at a price equal to 100% of the principal amount
thereof plus a "make-whole" premium calculated by reference to U.S.
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treasuries with a maturity comparable to the Par Call Date, and
accrued and unpaid interest, if any, to, but
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not including, the applicable redemption date, assuming that the notes
matured, and that interest on the notes was payable, on the Par Call
Date. The notes will be redeemable at any time on or after the Par
Call Date, at a redemption price equal to 100% of the principal
amount thereof plus accrued and unpaid interest, if any, to, but not
including, the redemption date. See "Description of the Notes--
Optional redemption."
Certain covenants
We will issue the notes under an indenture with U.S. Bank National
Association, as trustee. The notes indenture contains covenants that
limit, among other things, our ability and the ability of some of our
subsidiaries to:
·
incur additional indebtedness; and
?
·
merge, consolidate or sell all or substantially all of our and
our subsidiary guarantors' assets.
?
The notes indenture also contains a covenant requiring us to maintain
a certain amount of unencumbered assets.
These covenants are subject to a number of important qualifications
and limitations. See "Description of the Notes--Covenants."
No listing; No established market
We do not intend to apply for listing of the notes on any securities
exchange or other established trading market. The notes will be a new
class of securities for which there is currently no market. Although
the underwriters have informed us that they intend to make a market
in the notes, no underwriter is obligated to do so, and may discontinue
market-making activities at any time without notice. Accordingly, we
cannot assure you that a liquid market for notes will develop or be
maintained.
Use of proceeds
We intend to use the net proceeds from this offering to repay
outstanding borrowings under our credit facilities. The remainder, if
any, will be used for general corporate purposes, including future
acquisitions or investment opportunities. See "Use of proceeds."
Risk factors
You should carefully consider all of the information in this prospectus
supplement as well as the risk factors disclosed in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2018.
Extended settlement
We expect that the delivery of the notes will be made against payment
therefor on or about September 20, 2019, which will be the third
business day following the date of pricing of the notes (such
settlement cycle being herein referred to as "T+3"). See
"Underwriting--Extended settlement."
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SUPPLEMENTAL RISK FACTORS
Before investing in the notes, you should carefully consider the supplemental risks described below in addition
to the risks described under "Risk factors" in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, which is incorporated by reference herein, as well as the other information contained in or
incorporated by reference into this prospectus supplement and the accompanying prospectus. The risks and
uncertainties described herein and therein are not the only risks and uncertainties we face. See "Where you can
find more information." If any of the events described in the following risk factors occur, our business, operating
results and financial condition could be seriously harmed, and you may lose all or part of your investment.
Our indebtedness could adversely affect our financial flexibility and our competitive position.
We have, and upon consummation of this offering and the application of the net proceeds as described in "Use
of proceeds," will continue to have a significant amount of indebtedness. Our level of indebtedness increases the
risk that we may be unable to generate cash sufficient to pay amounts due in respect of our indebtedness, including
the notes. Our indebtedness could have other important consequences to you and significantly impact our business.
For example, it could:
·
make it more difficult for us to satisfy our obligations with respect to the notes;
?
·
increase our vulnerability to adverse changes in general economic, industry and competitive conditions;
?
·
require us to dedicate a substantial portion of our cash flow from operations to make payments on our
indebtedness and leases, thereby reducing the availability of our cash flow to fund working capital,
capital expenditures and other general corporate purposes;
?
·
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we
operate;
?
·
limit our ability to make material acquisitions or take advantage of business opportunities that may arise;
?
·
expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interest;
?
·
place us at a competitive disadvantage compared to our competitors that have less debt;
?
·
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt
service requirements, execution of our business plan or other general corporate purposes on satisfactory
terms or at all;
?
·
reduce the amount of surplus funds distributable by the non-guarantor subsidiaries to us for use in our
business, such as for the payment of indebtedness, including the notes; and
?
·
lead us to elect to make additional investments in our non-guarantor subsidiaries if their cash flow from
operations is insufficient for them to make payments on their indebtedness.
?
We may incur additional debt, which could exacerbate the risks associated with our leverage.
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We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although
covenants under our credit agreements, the indentures governing our existing senior notes and the indenture
governing the notes offered hereby will limit our ability and the ability of our subsidiaries to incur additional
indebtedness, the terms of the indenture governing the notes offered hereby will permit us to incur significant
additional indebtedness. To the extent that we incur additional indebtedness or such other obligations, the risks
associated with our indebtedness described above, including our possible inability to service our debt, will increase.
See "Description of Other Indebtedness."
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The indenture governing the notes will contain, and our credit facilities and the indentures governing our
existing senior notes contain, restrictive covenants that limit our operating flexibility and could adversely affect
our financial condition.
The indenture governing the notes will contain, our credit facilities and the indentures governing our existing
senior notes contain, and the agreements evidencing or governing other future indebtedness may contain, restrictive
covenants that will limit our operating flexibility and could adversely affect our financial condition.
The indenture governing the notes will require us to comply with or maintain certain financial tests and limit
or prohibit our ability to, among other things:
·
consummate a merger, consolidation or sale of all or substantially all of our assets; and
?
·
incur additional secured and unsecured indebtedness.
?
In addition, the indenture governing the notes, and the indentures governing our other existing senior notes and
our credit agreements require us to meet specified financial tests. All of these restrictions may limit our ability to
expand, pursue or execute our business strategies. If operating results fall below current levels, we may be unable
to meet these financial tests or comply with these covenants. Our failure to comply with these covenants could
result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness,
in which case we may not be able to repay all of our indebtedness, and the notes may not be repaid fully, or at all.
Payment of principal and interest on the notes will be effectively subordinated to our future secured debt to the
extent of the value of the assets securing that debt.
The notes are not secured. Our obligations and the obligations of the subsidiary guarantors under our credit
agreements are currently unsecured and would be pari passu in right of payment with the notes. In the future we
may choose to secure, as future secured indebtedness, certain indebtedness that is currently unsecured (including,
without limitation, the indebtedness under our credit agreements), to refinance such unsecured indebtedness with
secured indebtedness, or to otherwise issue or assume future secured indebtedness, subject to compliance with any
applicable restrictions in our credit facilities, in the indentures relating to our existing notes and in the indenture
governing the notes offered hereby. The notes would be effectively subordinate to our payment obligations in
connection with any future secured indebtedness of ours, and the guarantees of the notes by the subsidiary
guarantors would likewise be effectively subordinate to any future secured indebtedness of the subsidiary
guarantors of the notes. The notes are also structurally subordinated to the existing and future indebtedness of our
non-guarantor subsidiaries. In the event of our liquidation or insolvency, or if any of our secured indebtedness is
accelerated, the assets securing such indebtedness will first be applied to repay our obligations under our secured
indebtedness in full and then to repay our obligations under our unsecured indebtedness, including the notes. As a
result, the notes are effectively subordinated to any of our future secured indebtedness (or guarantees of that
indebtedness), and that of the subsidiary guarantors to the extent of the value of the assets securing that
indebtedness, and the notes are structurally subordinated to our existing and future indebtedness of our non-
guarantor subsidiaries. The holders of the notes would, in all likelihood, recover ratably less than the lenders of our
secured indebtedness in the event of our bankruptcy or insolvency.
Not all of our subsidiaries are guarantors and therefore the notes are structurally subordinated in right of
payment to the indebtedness and other liabilities of our existing and future subsidiaries that do not guarantee
the notes.
The subsidiary guarantors of the notes will include only our existing and future subsidiaries that guarantee any
current or future unsecured indebtedness of Omega for borrowed money in an amount at least equal to $50 million
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(including as of the date hereof our existing notes and indebtedness under our credit agreements). Initially, the sole
Subsidiary Guarantor of the notes will be the Operating Partnership.
The notes and guarantees are structurally subordinated to all of the liabilities of any of our subsidiaries that do
not guarantee the notes and will be required to be paid before the holders of the notes have a claim, if any, against
those subsidiaries and their assets. Therefore, if there were a dissolution, bankruptcy, liquidation or reorganization
of any such subsidiary, the holders of notes would not receive
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any amounts with respect to the notes from the assets of such subsidiary until after the payment in full of the claims
of creditors, including trade creditors and secured creditors, of such subsidiary. See "Recent developments--
Pending acquisition" for information regarding additional secured indebtedness to be assumed in connection with a
pending acquisition.
To service our debt, we will require a significant amount of cash, which depends on many factors beyond our
control.
Our ability to make payments on and to refinance our debt, including the notes, will depend on our ability to
generate cash in the future. This, to an extent, is subject to general economic, financial, competitive, legislative,
regulatory and other factors that are beyond our control. We cannot assure you that our business will generate
sufficient cash flow or that future borrowings will be available to us in an amount sufficient to enable us to pay our
debt, including the notes, or to fund our other liquidity needs. If our future cash flow from operations and existing
sources of funds are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be
forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital
or restructure or refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be
able to refinance any of our debt on a timely basis or on satisfactory terms, if at all. In addition, the terms of our
existing debt and other future debt may limit our ability to pursue any of these alternatives.
Holders of the notes will not be entitled to require us to redeem or repurchase the notes upon the occurrence of a
change of control or highly leveraged transactions or other designated events.
The notes offered hereby do not have any rights to require us to offer to repurchase the notes upon the
occurrence of a change of control event or otherwise, even though such transactions could increase the amount of
our indebtedness or otherwise adversely affect our capital structure or credit ratings, thereby adversely affecting the
market value of the notes.
A downgrade in our credit ratings could materially adversely affect our business and financial condition.
We plan to manage our operations to maintain a capital structure consistent with our current profile, but there
can be no assurance that we will be able to maintain our current credit ratings.
If the applicable rating agencies reduce our credit rating or the credit rating of the notes, the market price of the
notes may be adversely affected. Any downgrades in terms of ratings or outlook by any of the rating agencies could
have a material adverse impact on our cost and availability of capital, which could in turn have a material adverse
impact on our financial condition, results of operations and liquidity.
Under certain circumstances a court could void or subordinate the notes or the related guarantees under
fraudulent transfer laws.
Our issuance of the notes and our subsidiaries' issuance of the guarantees may be subject to review under
federal bankruptcy law or state fraudulent transfer law. If we become a debtor in a case under the U.S. Bankruptcy
Code or if unpaid creditors file a lawsuit against us under relevant state fraudulent transfer law, a court may review
the issuance of the notes to determine whether our obligations under the notes are void as fraudulent transfers. The
laws related to fraudulent transfers differ among various jurisdictions. In general, however, a court might void our
obligations under the notes if it found that, when we issued the notes, (i) we received less than reasonably
equivalent value or fair consideration in exchange for the notes, and (ii) we either (a) were insolvent or were
rendered insolvent by the issuance of the notes, (b) were left with unreasonably small capital to conduct our
business, or (c) intended to incur, or believed or reasonably should have believed that we would incur, debts
https://www.sec.gov/Archives/edgar/data/888491/000114420419045278/tv529566-424b5.htm[9/20/2019 8:31:10 AM]

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