Obligation Omega Health Investors Inc 4.5% ( US681936BD18 ) en USD

Omega Health Investors Inc

100 % ▼

Etas-Unis

US681936BD18 ( en USD )

4.5% par an ( paiement semestriel )

14/01/2025 - Obligation échue

Prospectus brochure de l'obligation Omega Healthcare Investors Inc US681936BD18 en USD 4.5%, échue

2 000 USD

400 000 000 USD

681936BD1

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Omega Healthcare Investors Inc. est une société de placement immobilier spécialisée dans le secteur des soins de santé, possédant et exploitant principalement des installations de soins de longue durée aux États-Unis et au Canada.

L'Obligation émise par Omega Health Investors Inc ( Etas-Unis ) , en USD, avec le code ISIN US681936BD18, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2025

L'Obligation émise par Omega Health Investors Inc ( Etas-Unis ) , en USD, avec le code ISIN US681936BD18, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Omega Health Investors Inc ( Etas-Unis ) , en USD, avec le code ISIN US681936BD18, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 t1501430_424b3.htm PROSPECTUS/EXCHANGE OFFER

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-203447

Omega Healthcare Investors, Inc.
Exchange Offer
$250,000,000 4.50% Senior Notes due 2025
for $250,000,000 4.50% Senior Notes due 2025
that have been registered under the Securities Act of 1933
_____________________________

We are offering, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, to
exchange an aggregate principal amount of up to $250,000,000 of our new 4.50% Senior Notes due 2025, which we refer to as the exchange notes,
for all of our outstanding unregistered 4.50% Senior Notes due 2025, which we refer to as the initial notes, in a transaction registered under the
Securities Act of 1933, as amended, which we refer to as the Securities Act. We collectively refer to the initial notes and the exchange notes as the
notes. We refer to the offer described in this prospectus to exchange the initial notes for the exchange notes as the exchange offer.

The notes are unsecured senior obligations of Omega, and rank equally in right of payment with all of our existing and future unsecured
senior debt. The notes are effectively subordinated to all of our and our consolidated subsidiaries' secured indebtedness to the extent of the value of
the assets securing such indebtedness, and are structurally subordinated to all existing and future liabilities (including indebtedness, trade payables
and lease obligations) of our non-guarantor subsidiaries.

The notes are 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 our existing
senior notes and the facilities under our credit agreement). We refer to our subsidiaries that guarantee the notes as the subsidiary guarantors. The
guarantees of the notes are unsecured senior obligations of the subsidiary guarantors and rank equally in right of payment with existing and future
unsecured senior debt of the subsidiary guarantors and senior to existing and future subordinated debt of the subsidiary guarantors. The guarantees
are effectively subordinated in right of payment to existing and future secured debt of the subsidiary guarantors to the extent of the value of the
assets securing such indebtedness and structurally subordinated to existing and future debt of our non-guarantor subsidiaries.

We will exchange all initial notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. You may
withdraw tenders of initial notes at any time prior to the expiration of the exchange offer. The form and terms of the exchange notes are identical in
all material respects to the form and terms of the initial notes. We believe that the exchange of initial notes for exchange notes will not be a taxable
event for U.S. federal income tax purposes.

The exchange offer will expire at 5:00 p.m., New York City time, on July 17, 2015, unless we extend the offer. We will announce
any extension by press release or other permitted means no later than 9:00 a.m. on the business day after the expiration of the exchange offer. If
you fail to tender your initial notes, you will continue to hold unregistered securities and your ability to transfer your initial notes could be
adversely affected.

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Any broker-dealer that acquires exchange notes for its own account in exchange for initial notes must represent that the initial notes to be
exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any offer to resell, resale or other retransfer of the exchange
notes. During the period ending 90 days after the consummation of the exchange offer, subject to extension in limited circumstances, a participating
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broker-dealer may use this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in exchange for initial notes that it
acquired through market-making activities or other trading activities. See "The Exchange Offer--Resales of Exchange Notes."

No public market currently exists for the exchange notes. We do not intend to apply for listing of the exchange notes on the New York
Stock Exchange or any other securities exchange.

For a discussion of factors you should consider in determining whether to tender your initial notes, see "Risk Factors" beginning
on page 11 of this prospectus.
_____________________________

We are not asking you for a proxy, and you are requested not to send us a proxy.

Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved
of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
_____________________________

The date of this prospectus is June 17, 2015.

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We have not authorized anyone to give any information or to make any representations concerning this exchange offer except the
information and representations that are in this prospectus, or referred to under "Where You Can Find More Information." If anyone gives or
makes any other information or representation, you should not rely on it. This prospectus is not an offer to sell or a solicitation of an offer to buy
securities in any circumstances in which the offer or solicitation is unlawful. You should not interpret the delivery of this prospectus, or any sale of
securities, as an indication that there has been no change in our affairs since the date of this prospectus. You should also be aware that information
in this prospectus may change after this date.

This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this
prospectus. This information is available without charge upon written or oral request directed to:

Omega Healthcare Investors, Inc.
200 International Circle
Suite 3500
Hunt Valley, MD 21030
Attn: Chief Financial Officer
(410) 427-1700

If you would like to request copies of these documents, please do so by July 10, 2015 (which is five business days before the
scheduled expiration of the exchange offer) for delivery prior to the expiration of the exchange offer.

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OMEGA HEALTHCARE INVESTORS, INC.
EXCHANGE OFFER

TABLE OF CONTENTS

Page
CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS
i
PROSPECTUS SUMMARY
1
RISK FACTORS
11
USE OF PROCEEDS
16
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THE EXCHANGE OFFER
17
DESCRIPTION OF NOTES
28
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
45
PLAN OF DISTRIBUTION
50
LEGAL MATTERS
51
EXPERTS
51
INCORPORATION OF DOCUMENTS BY REFERENCE
51
WHERE YOU CAN FIND MORE INFORMATION
52

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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus include forward-looking statements within the meaning of
Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other
than statements of historical facts included in this prospectus and the documents incorporated by reference in this 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 statements included or
incorporated in this 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. 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 "Risk Factors" herein and under "Risk Factors" in Item 1A to our annual report on Form 10-K, 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 negotiate appropriate modifications to the terms of our credit facilities;

·
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;

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·
the amount and yield of any additional investments;

·
changes in tax laws and regulations affecting real estate investment trusts, or REITs;

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·
the possibility that we will not realize estimated synergies or growth as a result of our merger with Aviv REIT, Inc., which
transaction was consummated on April 1, 2015, or that such benefits may take longer to realize than expected; and

·
our ability to maintain our status as a REIT.

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 incorporated by reference in this 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 to reflect future events or developments.

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PROSPECTUS SUMMARY

The following summary highlights certain information contained in this prospectus. Because it is only a summary, it does not contain
all of the information you should consider before participating in the exchange offer. You should carefully read this entire prospectus before
participating in the exchange offer. In particular, you should read "Risk Factors," and our financial statements and the notes relating thereto
presented herein and incorporated by reference into this prospectus. Except as otherwise indicated, all references to "Omega," "Company,"
"we," "our," "us," and similar terms in this prospectus refer to Omega Healthcare Investors, Inc. together with its subsidiaries through which it
operates, unless the context otherwise requires. Unless otherwise indicated, the non-financial information presented herein is as of the date of
this prospectus.

Company Overview

We are a self-administered REIT investing in income-producing healthcare facilities, principally long-term care facilities, located in
the United States. We provide lease or mortgage financing to qualified operators of skilled nursing facilities, which we refer to as skilled
nursing facilities, and, to a lesser extent, assisted living facilities, independent living facilities and rehabilitation and acute care facilities.

On April 1, 2015, Aviv REIT Inc., a Maryland corporation, which we refer to as Aviv, merged with and into a wholly owned
subsidiary of Omega pursuant to the terms of that certain Agreement and Plan of Merger dated as of October 30, 2014, by and among the
Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega, which we
refer to as Merger Sub, OHI Healthcare Properties Limited Partnership, a Delaware limited partnership, which we refer to as Omega OP, and
Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership.

Shortly prior to April 1, 2015 and in accordance with the merger agreement, we restructured the manner in which we hold our assets
by converting to an umbrella partnership real estate investment trust ("UPREIT") structure, which was accomplished through the contribution of
substantially all of the assets of Omega (other than Omega's direct and indirect equity interests in Merger Sub and Omega OP) to Omega OP.

Prior to the merger, on April 1, 2015 and in accordance with the merger agreement, substantially all of the assets of Aviv Healthcare
Properties Limited Partnership were contributed to and acquired by Omega OP, whereby all such assets are now owned or held directly or
indirectly through Omega OP, an entity taxable as a partnership for U.S. federal income tax purposes.

As of April 1, 2015, following completion of the merger, our diversified portfolio of investments consisted of over 900 properties
located in 41 states and operated by 81 third-party operators. We use the term "operator" to refer to our tenants and mortgagees and their
affiliates who manage and/or operate our properties.
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Corporate Information

We were incorporated in the State of Maryland on March 31, 1992. Our principal executive offices are located at 200 International
Circle, Suite 3500, 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. See "Incorporation of Documents by Reference"
and "Where You Can Find More Information."

Our filings with the SEC, including our annual reports 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.

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The Exchange Offer

On September 11, 2014, we issued an aggregate principal amount of $250,000,000 of 4.50% Senior Notes due 2025 to a group of
initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and
applicable securities laws. In connection with each sale of the initial notes to the initial purchasers, we entered into a registration rights
agreement pursuant to which we agreed, among other things, to deliver this prospectus to you, to commence this exchange offer and to use our
commercially reasonable efforts to complete the exchange offer not later than 360 days after the issue date of the initial notes. The summary
below describes the principal terms and conditions of the exchange offer. Some of the terms and conditions described below are subject to
important limitations and exceptions. See "The Exchange Offer" for a more detailed description of the terms and conditions of the exchange
offer and "Description of Notes" for a more detailed description of the terms of the exchange notes.

The Exchange Offer
We are offering to exchange up to $250,000,000 aggregate principal amount of our new
4.50% Senior Notes due 2025, which have been registered under the Securities Act, in
exchange for your initial notes. For each initial note surrendered to us pursuant to the
exchange offer, the holder of such initial note will receive an exchange note having a
principal amount equal to that of the surrendered initial note. Exchange notes will only be
issued in denominations of $2,000 and integral multiples of $1,000. The form and terms of
the exchange notes will be substantially the same as the form and terms of the surrendered
initial notes. The exchange notes will evidence the same indebtedness as and will replace
the initial notes tendered in exchange therefor, and will be issued pursuant to, and entitled to
the benefits of, the indenture governing the initial notes. As of the date of this prospectus,
initial notes representing $250,000,000 aggregate principal amount are outstanding. See
"The Exchange Offer."

Resale
Based on interpretations by the staff of the SEC as detailed in a series of no-action letters
issued to third parties, we believe that, as long as you are not a broker-dealer, the exchange
notes offered in the exchange offer may be offered for resale, resold or otherwise
transferred by you without compliance with the registration and prospectus delivery
requirements of the Securities Act as long as:

· you are acquiring the exchange notes in the ordinary course of your business;

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· you are not participating in, do not intend to participate in and have no arrangement
or understanding with any person to participate in a "distribution" of the exchange
notes; and

· you are not an "affiliate" of ours within the meaning of Rule 405 of the Securities
Act.

If any of these conditions is not satisfied and you transfer any exchange notes issued to you
in the exchange offer without delivering a proper prospectus or without qualifying for a
registration exemption, you may incur liability under the Securities Act. Moreover, our
belief that transfers of exchange notes would be permitted without registration or prospectus
delivery under the conditions described above is based on SEC interpretations given to
other, unrelated issuers in similar exchange offers. We cannot assure you that the SEC
would make a similar interpretation with respect to our exchange offer. We will not be
responsible for or indemnify you against any liability you may incur under the Securities
Act.

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Any broker-dealer that acquires exchange notes for its own account in exchange for initial
notes must represent that the initial notes to be exchanged for the exchange notes were
acquired by it as a result of market-making activities or other trading activities and
acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any offer to resell, resale or other retransfer of the exchange notes.
However, by so acknowledging and by delivering a prospectus, such participating broker-
dealer will not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act. During the period ending 90 days after the consummation of the exchange
offer, subject to extension in limited circumstances, a participating broker-dealer may use
this prospectus for an offer to sell, a resale or other retransfer of exchange notes received in
exchange for initial notes that it acquired through market-making activities or other trading
activities. See "The Exchange Offer--Resales of Exchange Notes."

Registration Rights Agreement
We sold the initial notes in an offering in reliance on Section 4(2) of the Securities Act. The
initial notes issued in the closing were immediately resold by the initial purchasers in
reliance on Rule 144A under the Securities Act. In connection with the closing, we entered
into a registration rights agreement with the initial purchasers of the initial notes requiring
us to make this exchange offer. See "The Exchange Offer--Purpose and Effect;
Registration Rights."

Expiration Date
The exchange offer will expire at 5:00 p.m., New York City time, on July 17, 2015, unless
we extend the expiration date. See "The Exchange Offer--Expiration Date; Extension;
Amendments."

Withdrawal
You may withdraw your tender of initial notes at any time before the exchange offer
expires. Any initial notes so withdrawn will be deemed not to have been validly tendered
for purposes of the exchange offer. See "The Exchange Offer--Withdrawal Rights."

Interest and Additional Interest on Initial
We will pay interest on the notes twice a year, on each January 15 and July 15. The
Notes
exchange notes will accrue interest from the most recent date on which interest has been
paid on the initial notes or, if no interest has been paid, from September 11, 2014, the date
of issuance of the initial notes. If your initial notes are accepted for exchange, then you will
receive interest on the exchange notes and not on the initial notes. Any initial notes not
tendered will remain outstanding and continue to accrue interest according to their terms.
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In certain circumstances, we may be obligated to pay you additional interest on the initial
notes. See "The Exchange Offer?Purposes and Effect; Registration Rights." Since the
registration statement of which this prospectus is a part was not declared effective by the
SEC on or prior to June 8, 2015, which is the date specified in the registration rights
agreement, additional interest at the annual rate of 0.25% accrued on the initial notes
commencing on June 9, 2015, and ending on the date the registration statement became
effective.

Procedures for Tender
Each holder of initial notes that wishes to tender its initial notes must either:

· complete, sign and date the accompanying letter of transmittal or a facsimile copy
of the letter of transmittal, have the signatures on the letter of transmittal
guaranteed, if required, and deliver the letter of transmittal, together with any other
required documents (including the initial notes), to the exchange agent; or

· if initial notes are tendered pursuant to book-entry procedures, the tendering holder
must deliver a completed and duly executed letter of transmittal or arrange with
The Depository Trust Company, or DTC, to cause an agent's message to be

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transmitted with the required information (including a book-entry confirmation) to
the exchange agent; or

· comply with the procedures described under "The Exchange Offer--Procedures for
Tendering Initial Notes--Guaranteed Delivery."

Each holder of initial notes that tenders initial notes in the exchange offer must represent
that the following are true:

· the holder is acquiring the exchange notes in the ordinary course of its business;

· the holder is not participating in, does not intend to participate in, and has no
arrangement or understanding with any person to participate in a "distribution" of
the exchange notes within the meaning of the Securities Act; and

· the holder is not an "affiliate" of us within the meaning of Rule 405 of the
Securities Act.

Do not send letters of transmittal, certificates representing initial notes or other documents
to us or DTC. Send these documents only to the exchange agent at the appropriate address
described in this prospectus and in the letter of transmittal. We may reject your tender of
initial notes if you tender them in a manner that does not comply with the instructions
provided in this prospectus and the letter of transmittal. See "Risk Factors--There are
significant consequences if you fail to exchange your initial notes" and "The Exchange
Offer--Procedures for Tendering Initial Notes."

Special Procedures for Beneficial Owners
If:

· you beneficially own initial notes;

· those notes are registered in the name of a broker, dealer, commercial bank, trust
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company or other nominee; and

· you wish to tender your initial notes in the exchange offer;

please contact the registered holder as soon as possible and instruct such holder to tender on
your behalf and comply with the instructions set forth in this prospectus and the letter of
transmittal.

Procedures for Guaranteed
If you hold initial notes in certificated form or if you own initial notes in the form of a
Delivery
book-entry interest in a global note deposited with the trustee, as custodian for DTC, and

you wish to tender those initial notes but:

· your initial notes are not immediately available;

· time will not permit you to deliver the required documents to the exchange agent
by the expiration date; or

· you cannot complete the procedure for book-entry transfer on time;

you may tender your initial notes pursuant to the procedures described in "The Exchange
Offer--Procedures for Tendering Initial Notes--

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Guaranteed Delivery."

Exchange Agent
U.S. Bank National Association is serving as exchange agent in connection with this
exchange offer. The address, telephone number and facsimile number of the exchange agent
is set forth under "The Exchange Offer--Exchange Agent."

U.S. Federal Income Tax
Generally, a holder of initial notes will not recognize taxable gain or loss on the exchange of
Considerations
initial notes for exchange notes pursuant to the exchange offer. See "Certain Material
United States Federal Income Tax Considerations."

Accounting Treatment
The exchange notes will be recorded at the same carrying value as the initial notes, as
reflected in our accounting records on the date of exchange. Accordingly, we will recognize
no gain or loss for accounting purposes upon the closing of the exchange offer. The
expenses of the exchange offer will be expensed as incurred. See "The Exchange Offer--
Accounting Treatment."

Use of Proceeds
We will not receive any proceeds from the exchange offer or the issuance of the exchange
notes. See "Use of Proceeds."

Effect on Holders of Initial Notes
As a result of making this exchange offer, and upon acceptance for exchange of all validly

tendered initial notes, we will have fulfilled our obligations under the registration rights
agreement relating to the initial notes.

If you do not tender your initial notes or we reject your tender, your initial notes will remain
outstanding and will be entitled to the benefits of the indenture governing the initial notes.
Under such circumstances, you would not be entitled to any further registration rights under
the registration rights agreement, except under limited circumstances. For a more detailed
description of our obligation to file a shelf registration statement with respect to the initial
notes, see "The Exchange Offer--Purpose and Effect; Registration Rights" and "The
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Exchange Offer--Consequences of Failure to Exchange Initial Notes." Existing transfer
restrictions would continue to apply to the initial notes if not exchanged in this exchange
offer.

Any trading market for the initial notes could be adversely affected if some but not all of the
initial notes are tendered and accepted in the exchange offer.

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Description of Exchange Notes

The form and terms of the exchange notes will be identical in all material respects to the form and terms of the initial notes, except that
the exchange notes:

· will have been registered under the Securities Act;

· will not bear restrictive legends restricting their transfer under the Securities Act;

· will not be entitled to the registration rights that apply to the initial notes; and

· will not contain provisions relating to an increase in the interest rate borne by the initial notes under circumstances related to the
timing of the exchange offer.

The exchange notes represent the same debt as the initial notes and are governed by the same indenture, which is governed by New York law. A
brief description of the material terms of the exchange notes follows. You should read "Description of Notes" for further information regarding
the exchange notes.

Issuer
Omega Healthcare Investors, Inc.

Securities Offered
$250,000,000 aggregate principal amount of 4.50% Senior Notes due 2025

Maturity
January 15, 2025

Interest Rate
4.50% per year (calculated using a 360-day year)

Interest Payment Dates
January 15 and July 15. The exchange notes will accrue interest from the most recent date
on which interest has been paid on the initial notes or, if no interest has been paid, from
September 11, 2014, the date of issuance of the initial notes.

Ranking
The notes are our unsecured senior obligations and 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 are effectively subordinated in right of payment to
our future secured indebtedness to the extent of the value of the assets securing such
indebtedness. The notes are structurally subordinated to all existing and future liabilities
(including indebtedness, trade payables and lease obligations) of each of our non-guarantor
subsidiaries.

As of April 1, 2015, following the completion of the Aviv merger, we had approximately
$320 million revolving credit facility borrowings outstanding under our $1.25 billion
revolving credit facility and term loan facility borrowings of $500 million.

Guarantees
The notes are 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 our
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existing senior notes and the facilities under our credit agreement).

Optional Redemption
We may redeem the notes, in whole or in part, at any time, and from time to time, upon not
less than 30 days' nor more than 60 days' notice, at the redemption prices set forth under
"Description of Notes--Optional Redemption."

Certain Indenture Provisions
The indenture governing the notes contains covenants limiting our (and all

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of our restricted subsidiaries') ability to:

· incur additional indebtedness;

· create liens on assets;

· merge, consolidate, or sell all or substantially all of our and our subsidiaries' assets;
and

· create guarantees of indebtedness by subsidiaries.

These covenants are subject to a number of important limitations and exceptions. See
"Description of Notes--Covenants."

No Public Market
We do not intend to apply for a listing of the exchange notes on the New York Stock
Exchange or any other securities exchange. Accordingly, we cannot assure you that a liquid
market for the exchange notes will develop or be maintained.

Required Approvals;
Other than the registration of the exchange notes under the Securities Act, and compliance
Appraisal Rights
with federal securities laws, we are not aware of any state or federal regulatory
requirements with which we must comply in connection with the exchange offer. In
connection with the exchange offer, you do not have any appraisal or dissenters' rights
under applicable law or the indenture.

Risk Factors

Before making an investment decision, you should carefully consider all of the information set forth in this prospectus and, in
particular, under "Risk Factors."

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Summary Financial Data

The following summary consolidated financial data should be read in connection with the consolidated financial statements
incorporated by reference in this prospectus, our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2015, each of which is incorporated by reference in this prospectus. In connection with
our acquisition of Aviv REIT, Inc. on April 1, 2015, you should also read the consolidated financial statements of Aviv REIT and Aviv
http://www.sec.gov/Archives/edgar/data/888491/000157104915005088/t1501430_424b3.htm[6/17/2015 10:53:26 AM]

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