-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDoUMYvQZYDwWZwhMsGztGOB2o/9JfjHS9y4jkq2aiO1MNjj/rkBQNfQ4nI53MUB rG+NBgR+eRmbknnZRKdyMw== 0000888491-05-000114.txt : 20051221 0000888491-05-000114.hdr.sgml : 20051221 20051221155433 ACCESSION NUMBER: 0000888491-05-000114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051221 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA HEALTHCARE INVESTORS INC CENTRAL INDEX KEY: 0000888491 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383041398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 051278627 BUSINESS ADDRESS: STREET 1: 9690 DEERECO ROAD STREET 2: STE 100 CITY: TIMONIUM STATE: MD ZIP: 21093 BUSINESS PHONE: 410-427-1700 MAIL ADDRESS: STREET 1: 9690 DEERECO ROAD STREET 2: STE 100 CITY: TIMONIUM STATE: MD ZIP: 21093 8-K 1 form_8k.htm OHI ANNOUNCEMENT OF THE PRICING OF ITS $175M NOTE OHI Announcement of the Pricing of its $175M Note


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 21, 2005


OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in charter)


Maryland
1-11316
  38-3041398
(State of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


9690 Deereco Road
Suite 100
Timonium, Maryland 21093
(Address of principal executive offices / Zip Code)


(410) 427-1700
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act.
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 
Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act.
 
Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act.
 


 
Item 8.01 Other Events
 
 
Omega Healthcare Investors, Inc. (the "Company") announced on December 21, 2005 the pricing of its previously announced offering of $175 million aggregate principal amount of 7.00% senior notes due 2016 (the "Notes") to be issued in a private placement. A copy of the press release announcing the pricing of the Notes is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated by reference herein.
 
 
Item 9.01 Financial Statements and Exhibits
 
 
(c) Exhibits.
 
 
Exhibit
Number             Description
 
 
99.1
Press Release dated December 21, 2005.
 




 




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OMEGA HEALTHCARE INVESTORS, INC.
(Registrant)

Dated: December 21, 2005             By: /s/ C. Taylor Pickett 
C. Taylor Pickett
President and Chief Executive Officer





  


EXHIBIT INDEX



 
Exhibit
Number            Description
 

 
99.1
Press Release dated December 21, 2005.
 

EX-99.1 2 ex99_1.htm PRESS RELEASE DATED 12-21-2005 Press Release dated 12-21-2005





OMEGA HEALTHCARE PRICES $175 MILLION SENIOR NOTE OFFERING
 
TIMONIUM, MARYLAND - December 21, 2005- Omega Healthcare Investors, Inc. (NYSE:OHI) today announced that on December 20, 2005 it agreed to sell $175 million aggregate principal amount of 7.00% senior notes due 2016 (the "Notes") in a private placement at an issue price of 99.109% of the principal amount of the Notes (equal to a per annum yield to maturity of 7.125%), resulting in gross proceeds to Omega of $173.4 million. The Notes will be unsecured senior obligations of Omega and will be guaranteed by Omega's subsidiaries. The notes will be offered only to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

Omega will use the net proceeds of the offering to offer to fund its cash tender offer and consent solicitation for its outstanding $100 million aggregate principal amount of 6.95% notes due 2007, to repay outstanding indebtedness under its $200 million senior revolving credit facility, for general corporate purposes and to pay related fees and expenses.

The Notes issued in this offering have not been registered under the Securities Act, or any applicable state laws. Accordingly, the Notes may not be offered or sold in the U.S. or to U.S. persons absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. This notice does not constitute an offer of any securities for sale. Omega has agreed to file a registration statement with the Securities and Exchange Commission, pursuant to which it would exchange the privately placed notes for notes that are registered.

* * * * * *

Omega is a real estate investment trust investing in and providing financing to the long-term care industry. At September 30, 2005, the Company owned or held mortgages on 216 skilled nursing and assisted living facilities with approximately 22,407 beds located in 28 states and operated by 38 third-party healthcare operating companies.

FOR FURTHER INFORMATION, CONTACT
Bob Stephenson, CFO at (410) 427-1700 or
visit the Company’s website at www.omegahealthcare.com
________________________

 
This announcement includes forward-looking statements. All forward-looking statements included herein are based on current expectations and speak only as of the date of such statements. Omega undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information or otherwise. Such forward-looking statements should be regarded solely as reflections of Omega's current operating plans and estimates. Statements regarding future events and developments, including the completion of this offering, and Omega’s future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Management believes that these forward-looking statements are reasonable; however, you should not place undue reliance on such statements. Actual results may differ materially from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) uncertainties relating to the business operations of the operators of Omega’s properties, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels; (ii) regulatory and other changes in the healthcare sector, including without limitation, changes in Medicare reimbursement; (iii) changes in the financial position of Omega's operators; (iv) the ability of operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega’s mortgages, and impede the ability of Omega to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; (v) the availability and cost of capital; (vi) competition in the financing of healthcare facilities; and (vii) other factors identified in Omega’s filings with the Securities and Exchange Commission.
 

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