Maryland
|
6798
|
38-3041398
|
(State or other jurisdiction of incorporation
or organization) |
(Primary Standard Industrial Classification
Code Number) |
(I.R.S. Employer Identification No.)
|
Large accelerated filer x
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller reporting company o
|
Exchange Act Rule 13e04(i) (Cross-Border Issuer Tender Offer) | o | |
Exchange Act Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
|
o |
Title of each class of securities to be registered
|
Amount to be registered
|
Proposed
maximum offering price per unit(1) |
Proposed
maximum offering price(1) |
Amount of registration fee
|
||||||||||||
5 7/8% Senior Notes due 2024
|
$ | 400,000,000 | 100 | % | $ | 400,000,000 | $ | 45,840.00 | ||||||||
Guarantees of the 5 7/8% Senior Notes due 2024
|
$ | 400,000,000 | -- | -- | -- | (2) |
|
(1)
|
The registration fee has been calculated in accordance with Rule 457 under the Securities Act. The proposed maximum offering price is estimated solely for the purpose of calculating the registration fee.
|
|
(2)
|
Pursuant to Rule 457(n) of the Securities Act, no additional registration fee is being paid for the guarantees. The guarantees are not traded separately.
|
Exact name of registrant as
specified in its charter (1) |
State or other
jurisdiction of formation |
Primary Standard
Industrial Classification Code No.
|
I.R.S. Employer
Identification No. |
Arizona Lessor - Infinia, Inc.
|
Maryland
|
6798
|
32-0008074
|
Baldwin Health Center, Inc.
|
Pennsylvania
|
6798
|
25-1495708
|
Bayside Alabama Healthcare Second, Inc.
|
Alabama
|
6798
|
38-3517839
|
Bayside Arizona Healthcare Associates, Inc.
|
Arizona
|
6798
|
38-3518309
|
Bayside Arizona Healthcare Second, Inc.
|
Arizona
|
6798
|
38-3520329
|
Bayside Colorado Healthcare Associates, Inc.
|
Colorado
|
6798
|
38-3517837
|
Bayside Colorado Healthcare Second, Inc.
|
Colorado
|
6798
|
38-3520325
|
Bayside Indiana Healthcare Associates, Inc.
|
Indiana
|
6798
|
38-3517842
|
Bayside Street II, Inc.
|
Delaware
|
6798
|
38-3519969
|
Bayside Street, Inc.
|
Maryland
|
6798
|
38-3160026
|
Canton Health Care Land, Inc.
|
Ohio
|
6798
|
20-1914579
|
Carnegie Gardens LLC
|
Delaware
|
6798
|
20-2442381
|
Center Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517844
|
Cherry Street – Skilled Nursing, Inc.
|
Texas
|
6798
|
38-3592148
|
Colonial Gardens, LLC
|
Ohio
|
6798
|
26-0110549
|
Colorado Lessor - Conifer, Inc.
|
Maryland
|
6798
|
32-0008069
|
Copley Health Center, Inc.
|
Ohio
|
6798
|
34-1473010
|
CSE Albany LLC
|
Delaware
|
6798
|
20-5885886
|
CSE Amarillo LLC
|
Delaware
|
6798
|
20-5862752
|
CSE Anchorage LLC
|
Delaware
|
6798
|
26-1866499
|
CSE Arden L.P.
|
Delaware
|
6798
|
20-5888680
|
CSE Augusta LLC
|
Delaware
|
6798
|
20-5885921
|
CSE Bedford LLC
|
Delaware
|
6798
|
20-5886082
|
CSE Blountville LLC
|
Delaware
|
6798
|
20-8295288
|
CSE Bolivar LLC
|
Delaware
|
6798
|
20-8295024
|
CSE Cambridge LLC
|
Delaware
|
6798
|
20-5886976
|
CSE Cambridge Realty LLC
|
Delaware
|
6798
|
20-5959318
|
CSE Camden LLC
|
Delaware
|
6798
|
20-8295066
|
CSE Canton LLC
|
Delaware
|
6798
|
20-5887312
|
CSE Casablanca Holdings II LLC
|
Delaware
|
6798
|
26-0595183
|
CSE Casablanca Holdings LLC
|
Delaware
|
6798
|
20-8724466
|
CSE Cedar Rapids LLC
|
Delaware
|
6798
|
20-5884941
|
CSE Centennial Village
|
Delaware
|
6798
|
20-6974959
|
CSE Chelmsford LLC
|
Delaware
|
6798
|
20-5920451
|
CSE Chesterton LLC
|
Delaware
|
6798
|
20-5885195
|
CSE Claremont LLC
|
Delaware
|
6798
|
20-5883891
|
CSE Corpus North LLC
|
Delaware
|
6798
|
20-5186415
|
CSE Crane LLC
|
Delaware
|
6798
|
20-8684704
|
CSE Denver Iliff LLC
|
Delaware
|
6798
|
20-8037772
|
CSE Denver LLC
|
Delaware
|
6798
|
20-5884311
|
CSE Douglas LLC
|
Delaware
|
6798
|
20-5883761
|
CSE Dumas LLC
|
Delaware
|
6798
|
20-5883692
|
CSE Elkton LLC
|
Delaware
|
6798
|
20-5887006
|
CSE Elkton Realty LLC
|
Delaware
|
6798
|
20-5959253
|
CSE Fairhaven LLC
|
Delaware
|
6798
|
20-8281491
|
CSE Fort Wayne LLC
|
Delaware
|
6798
|
20-5885125
|
CSE Frankston LLC
|
Delaware
|
6798
|
20-5862947
|
CSE Georgetown LLC
|
Delaware
|
6798
|
20-5886126
|
CSE Green Bay LLC
|
Delaware
|
6798
|
20-5888029
|
CSE Hilliard LLC
|
Delaware
|
6798
|
20-5887347
|
CSE Huntingdon LLC
|
Delaware
|
6798
|
20-8295191
|
CSE Huntsville LLC
|
Delaware
|
6798
|
20-5887764
|
CSE Indianapolis-Continental LLC
|
Delaware
|
6798
|
20-5885046
|
CSE Indianapolis-Greenbriar LLC
|
Delaware
|
6798
|
20-5885096
|
CSE Jacinto City LLC
|
Delaware
|
6798
|
20-5186519
|
Exact name of registrant as specified in its charter (1) |
State or other
jurisdiction of formation |
Primary Standard Industrial Classification Code No.
|
I.R.S. Employer
Identification No. |
CSE Jefferson City LLC
|
Delaware
|
6798
|
20-8295101
|
CSE Jeffersonville-Hillcrest Center LLC
|
Delaware
|
6798
|
20-5885261
|
CSE Jeffersonville-Jennings House LLC
|
Delaware
|
6798
|
20-5885346
|
CSE Kerrville LLC
|
Delaware
|
6798
|
20-8684872
|
CSE King L.P.
|
Delaware
|
6798
|
20-5888725
|
CSE Kingsport LLC
|
Delaware
|
6798
|
20-5887736
|
CSE Knightdale L.P.
|
Delaware
|
6798
|
20-5888653
|
CSE Lake City LLC
|
Delaware
|
6798
|
20-5863259
|
CSE Lake Worth LLC
|
Delaware
|
6798
|
20-5863173
|
CSE Lakewood LLC
|
Delaware
|
6798
|
20-5884352
|
CSE Las Vegas LLC
|
Delaware
|
6798
|
20-5887216
|
CSE Lawrenceburg LLC
|
Delaware
|
6798
|
20-5887802
|
CSE Lenoir L.P.
|
Delaware
|
6798
|
20-5888528
|
CSE Lexington Park LLC
|
Delaware
|
6798
|
20-5886951
|
CSE Lexington Park Realty LLC
|
Delaware
|
6798
|
20-5959280
|
CSE Ligonier LLC
|
Delaware
|
6798
|
20-5885484
|
CSE Live Oak LLC
|
Delaware
|
6798
|
20-5863086
|
CSE Logansport LLC
|
Delaware
|
6798
|
20-5885583
|
CSE Lowell LLC
|
Delaware
|
6798
|
20-5885381
|
CSE Marianna Holdings LLC
|
Delaware
|
6798
|
20-1411422
|
CSE Memphis LLC
|
Delaware
|
6798
|
20-8295130
|
CSE Mobile LLC
|
Delaware
|
6798
|
20-5883572
|
CSE Moore LLC
|
Delaware
|
6798
|
20-5887574
|
CSE North Carolina Holdings I LLC
|
Delaware
|
6798
|
20-5888397
|
CSE North Carolina Holdings II LLC
|
Delaware
|
6798
|
20-5888430
|
CSE Omro LLC
|
Delaware
|
6798
|
20-5887998
|
CSE Orange Park LLC
|
Delaware
|
6798
|
20-5863371
|
CSE Orlando-Pinar Terrace Manor LLC
|
Delaware
|
6798
|
20-5863043
|
CSE Orlando-Terra Vista Rehab LLC
|
Delaware
|
6798
|
20-5863223
|
CSE Pennsylvania Holdings
|
Delaware
|
6798
|
20-6974946
|
CSE Piggott LLC
|
Delaware
|
6798
|
20-5883659
|
CSE Pilot Point LLC
|
Delaware
|
6798
|
20-5862827
|
CSE Ponca City LLC
|
Delaware
|
6798
|
20-5887495
|
CSE Port St. Lucie LLC
|
Delaware
|
6798
|
20-5863294
|
CSE Richmond LLC
|
Delaware
|
6798
|
20-5885427
|
CSE Ripley LLC
|
Delaware
|
6798
|
20-8295238
|
CSE Ripon LLC
|
Delaware
|
6798
|
26-0480886
|
CSE Safford LLC
|
Delaware
|
6798
|
20-5883807
|
CSE Salina LLC
|
Delaware
|
6798
|
20-5885669
|
CSE Seminole LLC
|
Delaware
|
6798
|
20-5887615
|
CSE Shawnee LLC
|
Delaware
|
6798
|
20-5887524
|
CSE Spring Branch LLC
|
Delaware
|
6798
|
20-5186484
|
CSE Stillwater LLC
|
Delaware
|
6798
|
20-5887548
|
CSE Taylorsville LLC
|
Delaware
|
6798
|
20-5886196
|
CSE Texarkana LLC
|
Delaware
|
6798
|
20-5862880
|
CSE Texas City LLC
|
Delaware
|
6798
|
20-5862791
|
CSE The Village LLC
|
Delaware
|
6798
|
20-5186550
|
CSE Upland LLC
|
Delaware
|
6798
|
20-5891148
|
CSE Walnut Cove L.P.
|
Delaware
|
6798
|
20-5888502
|
CSE West Point LLC
|
Delaware
|
6798
|
20-5887119
|
CSE Whitehouse LLC
|
Delaware
|
6798
|
20-8294979
|
CSE Williamsport LLC
|
Delaware
|
6798
|
26-0480953
|
CSE Winter Haven LLC
|
Delaware
|
6798
|
20-5863327
|
CSE Woodfin L.P.
|
Delaware
|
6798
|
20-5888619
|
CSE Yorktown LLC
|
Delaware
|
6798
|
20-5885163
|
Dallas – Skilled Nursing, Inc.
|
Texas
|
6798
|
38-3592151
|
Delta Investors I, LLC
|
Maryland
|
6798
|
54-2112455
|
Delta Investors II, LLC
|
Maryland
|
6798
|
54-2112456
|
Desert Lane LLC
|
Delaware
|
6798
|
20-3098022
|
Exact name of registrant as specified in its charter (1) |
State or other
jurisdiction of formation |
Primary Standard Industrial Classification Code No. |
I.R.S. Employer
Identification No. |
Dixon Health Care Center, Inc.
|
Ohio
|
6798
|
34-1509772
|
Florida Lessor – Crystal Springs, Inc.
|
Maryland
|
6798
|
75-3116533
|
Florida Lessor – Emerald, Inc.
|
Maryland
|
6798
|
22-3872569
|
Florida Lessor – Lakeland, Inc.
|
Maryland
|
6798
|
22-3872564
|
Florida Lessor – Meadowview, Inc.
|
Maryland
|
6798
|
56-2398721
|
Florida Real Estate Company, LLC
|
Florida
|
6798
|
20-1458431
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Maryland
|
6798
|
16-1650494
|
Greenbough, LLC
|
Delaware
|
6798
|
27-0258266
|
Hanover House, Inc.
|
Ohio
|
6798
|
34-1125264
|
Heritage Texarkana Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517861
|
House of Hanover, Ltd
|
Ohio
|
6798
|
34-6691713
|
Hutton I Land, Inc.
|
Ohio
|
6798
|
20-1914403
|
Hutton II Land, Inc.
|
Ohio
|
6798
|
20-1914470
|
Hutton III Land, Inc.
|
Ohio
|
6798
|
20-1914529
|
Indiana Lessor – Jeffersonville, Inc.
|
Maryland
|
6798
|
22-3872575
|
Indiana Lessor – Wellington Manor, Inc.
|
Maryland
|
6798
|
32-0008064
|
Jefferson Clark, Inc.
|
Maryland
|
6798
|
38-3433390
|
LAD I Real Estate Company, LLC
|
Delaware
|
6798
|
20-1454154
|
Lake Park – Skilled Nursing, Inc.
|
Texas
|
6798
|
38-3592152
|
Leatherman 90-1, Inc.
|
Ohio
|
6798
|
20-1914625
|
Leatherman Partnership 89-1, Inc.
|
Ohio
|
6798
|
34-1656489
|
Leatherman Partnership 89-2, Inc.
|
Ohio
|
6798
|
34-1656491
|
Long Term Care – Michigan, Inc.
|
Michigan
|
6798
|
04-3833330
|
Long Term Care – North Carolina, Inc.
|
North Carolina
|
6798
|
04-3833335
|
Long Term Care Associates – Illinois, Inc.
|
Illinois
|
6798
|
38-3592159
|
Long Term Care Associates – Indiana, Inc.
|
Indiana
|
6798
|
38-3592160
|
Long Term Care Associates – Texas, Inc.
|
Texas
|
6798
|
38-3592142
|
Meridian Arms Land, Inc.
|
Ohio
|
6798
|
20-1914864
|
North Las Vegas LLC
|
Delaware
|
6798
|
20-3098036
|
NRS Ventures, L.L.C.
|
Delaware
|
6798
|
38-4236118
|
OHI (Connecticut), Inc.
|
Connecticut
|
6798
|
06-1552120
|
OHI (Florida), Inc.
|
Florida
|
6798
|
65-0523484
|
OHI (Illinois), Inc.
|
Illinois
|
6798
|
37-1332375
|
OHI (Indiana), Inc.
|
Indiana
|
6798
|
38-3568359
|
OHI (Iowa), Inc.
|
Iowa
|
6798
|
38-3377918
|
OHI (Kansas), Inc.
|
Kansas
|
6798
|
48-1156047
|
OHI Asset (CA), LLC
|
Delaware
|
6798
|
04-3759925
|
OHI Asset (CO), LLC
|
Delaware
|
6798
|
84-1706510
|
OHI Asset (CT) Lender, LLC
|
Delaware
|
6798
|
75-3205111
|
OHI Asset (FL), LLC
|
Delaware
|
6798
|
13-4225158
|
OHI Asset (FL) Lender, LLC
|
Delaware
|
6798
|
27-4450390
|
OHI Asset (ID), LLC
|
Delaware
|
6798
|
04-3759931
|
OHI Asset (IL), LLC
|
Delaware
|
6798
|
14-1951802
|
OHI Asset (IN), LLC
|
Delaware
|
6798
|
04-3759933
|
OHI Asset (IN) Greensburg, LLC
|
Delaware
|
6798
|
38-3879137 |
OHI Asset (IN) Indianapolis, LLC |
Delaware
|
6798
|
36-4736441 |
OHI Asset (IN) Wabash, LLC |
Delaware
|
6798
|
38-3879151 |
OHI Asset (IN) Westfield, LLC |
Delaware
|
6798
|
32-0381277 |
OHI Asset (LA), LLC
|
Delaware
|
6798
|
04-3759935
|
OHI Asset (MD), LLC
|
Delaware
|
6798
|
45-2611748
|
OHI Asset (MI), LLC
|
Delaware
|
6798
|
27-3378345
|
OHI Asset (MI/NC), LLC
|
Delaware
|
6798
|
04-3759928
|
OHI Asset (MO), LLC
|
Delaware
|
6798
|
04-3759939
|
OHI Asset (OH) Lender, LLC
|
Delaware
|
6798
|
51-0529744
|
OHI Asset (OH) New Philadelphia, LLC
|
Delaware
|
6798
|
51-0529741
|
OHI Asset (OH), LLC
|
Delaware
|
6798
|
04-3759938
|
OHI Asset (PA) Trust
|
Maryland
|
6798
|
54-6643405
|
OHI Asset (PA), LLC
|
Delaware
|
6798
|
90-0137715
|
OHI Asset (SMS) Lender, Inc.
|
Maryland
|
6798
|
33-1067711
|
OHI Asset (TX), LLC
|
Delaware
|
6798
|
04-3759927
|
OHI Asset CSB LLC
|
Delaware
|
6798
|
27-2820083
|
OHI Asset CSE – E, LLC
|
Delaware
|
6798
|
27-1675861
|
OHI Asset CSE – U, LLC
|
Delaware
|
6798
|
27-1675768
|
Exact name of registrant as specified in its charter (1) |
State or other
jurisdiction of formation |
Primary Standard Industrial Classification Code No. |
I.R.S. Employer
Identification No. |
OHI Asset Essex (OH), LLC
|
Delaware
|
6798
|
83-0379722
|
OHI Asset HUD SF, LLC
|
Delaware
|
6798
|
80-0830116 |
OHI Asset HUD WO, LLC
|
Delaware
|
6798
|
45-2379675
|
OHI Asset II (CA), LLC
|
Delaware
|
6798
|
20-1000879
|
OHI Asset II (FL), LLC
|
Delaware
|
6798
|
27-1813906
|
OHI Asset II (PA) Trust
|
Maryland
|
6798
|
84-6390330
|
OHI Asset III (PA) Trust
|
Maryland
|
6798
|
84-6390331
|
OHI Asset IV (PA) Silver Lake Trust
|
Maryland
|
6798
|
80-6146794
|
OHI Asset, LLC
|
Delaware
|
6798
|
32-0079270
|
OHI of Texas, Inc.
|
Maryland
|
6798
|
38-3506136
|
OHI Sunshine, Inc.
|
Florida
|
6798
|
82-0558471
|
OHI Tennessee, Inc.
|
Maryland
|
6798
|
38-3509157
|
OHIMA, Inc.
|
Massachusetts
|
6798
|
06-1552118
|
Omega (Kansas), Inc.
|
Kansas
|
6798
|
32-0142534
|
Omega TRS I, Inc.
|
Maryland
|
6798
|
38-3587540
|
Orange Village Care Center, Inc.
|
Ohio
|
6798
|
34-1321728
|
OS Leasing Company
|
Kentucky
|
6798
|
38-3221641
|
Panama City Nursing Center LLC
|
Delaware
|
6798
|
20-2568041
|
Parkview – Skilled Nursing, Inc.
|
Texas
|
6798
|
38-3592157
|
Pavillion North Partners, Inc.
|
Pennsylvania
|
6798
|
20-2597892
|
Pavillion North, LLP
|
Pennsylvania
|
6798
|
75-3202956
|
Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
6798
|
25-1222652
|
Pine Texarkana Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517864
|
Reunion Texarkana Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517865
|
San Augustine Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517866
|
Skilled Nursing – Gaston, Inc.
|
Indiana
|
6798
|
38-3592171
|
Skilled Nursing – Herrin, Inc.
|
Illinois
|
6798
|
38-3592162
|
Skilled Nursing – Hicksville, Inc.
|
Ohio
|
6798
|
38-3592172
|
Skilled Nursing – Paris, Inc.
|
Illinois
|
6798
|
38-3592165
|
Skyler Maitland LLC
|
Delaware
|
6798
|
20-3888672
|
South Athens Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517880
|
St. Mary’s Properties, Inc.
|
Ohio
|
6798
|
20-1914905
|
Sterling Acquisition Corp.
|
Kentucky
|
6798
|
38-3207992
|
Sterling Acquisition Corp. II
|
Kentucky
|
6798
|
38-3207991
|
Suwanee, LLC
|
Delaware
|
6798
|
20-5223977
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
6798
|
32-0008071
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
6798
|
32-0008072
|
Texas Lessor – Stonegate, LP
|
Maryland
|
6798
|
32-0008073
|
Texas Lessor – Treemont, Inc.
|
Maryland
|
6798
|
16-1650495
|
The Suburban Pavilion, Inc.
|
Ohio
|
6798
|
34-1035431
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
6798
|
56-2386887
|
Waxahachie Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517884
|
West Athens Healthcare Associates, Inc.
|
Texas
|
6798
|
38-3517886
|
Wilcare, LLC
|
Ohio
|
6798
|
26-0110550
|
The information in this prospectus is not complete and may be changed. We may not exchange these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to exchange these securities and is not soliciting an offer to exchange these securities in any state where the offer or sale is not permitted. |
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●
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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;
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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;
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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;
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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;
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our ability to negotiate appropriate modifications to the terms of our credit facilities;
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●
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our ability to manage, re-lease or sell any owned and operated facilities;
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the availability and cost of capital to us;
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●
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changes in our credit ratings and the ratings of our debt securities;
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competition in the financing of healthcare facilities;
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●
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regulatory and other changes in the healthcare sector;
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changes in the financial position of our operators;
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the effect of economic and market conditions generally and, particularly, in the healthcare industry;
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changes in interest rates;
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the amount and yield of any additional investments;
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●
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changes in tax laws and regulations affecting real estate investment trusts, or REITs; and
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●
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our ability to maintain our status as a REIT.
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●
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381 SNFs, 10 assisted living facilities and five specialty facilities;
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●
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fixed rate mortgages on 32 SNFs; and
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●
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seven SNFs and one parcel of land held-for-sale.
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The Exchange Offer
|
We are offering to exchange up to $400,000,000 aggregate principal amount of our new 5 7/8% Senior Notes due 2024, 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 $400,000,000 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; | |
● | 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. |
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 , 2012, 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
|
We will pay interest on the notes twice a year, on each March 15 and September 15 , beginning on September 15, 2012 . The exchange notes will bear interest from March 19, 2012 , the issue date 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. | |
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 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 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
Delivery
|
If you hold initial notes in certificated form or if you own initial notes in the form of a 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—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
Considerations
|
Generally, a holder of initial notes will not recognize taxable gain or loss on the exchange of initial notes for exchange notes pursuant to the exchange offer. See “Certain 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.”
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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 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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|
●
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will have been registered under the Securities Act;
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●
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will not bear restrictive legends restricting their transfer under the Securities Act;
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●
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will not be entitled to the registration rights that apply to the initial notes; and
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●
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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.
|
Issuer
|
Omega Healthcare Investors, Inc.
|
Securities Offered
|
$400,000,000 aggregate principal amount of 5 7/8% Senior Notes due 2024
|
Maturity
|
March 15, 2024
|
Interest Rate
|
5 7/8% per year (calculated using a 360-day year)
|
Interest Payment Dates
|
March 15 and September 15. Interest accrues from the issue date 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 unsecured 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 our non-guarantor subsidiaries.
As of March 31, 2012, we had approximately $1.5 billion of indebtedness outstanding, including the initial notes, and approximately $27 million of borrowings and no letters of credit outstanding under our $475 million revolving credit facility. As of March 31, 2012, our non-guarantor subsidiaries had approximately $279 million aggregate principal amount of borrowings outstanding under our HUD-guaranteed mortgage loans, and another $ 20 m illion of aggregate principal amount of unsecured indebtedness.
|
Guarantees
|
The notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantees our other existing notes, our revolving credit facility or any other indebtedness of ours or of the subsidiary guarantors.
|
Optional Redemption
|
We may redeem the notes, in whole or in part, at any time on or after March 15, 2017, at the redemption prices set forth under “Description of Notes—Optional Redemption.”
|
Optional Redemption
After Public Equity
Offerings
|
We may redeem up to 35% of the notes with the proceeds of certain equity offerings at any time (which may be more than once) on or prior to March 15, 2015, as long as at least 65% of the aggregate principal amount of notes issued remains outstanding afterwards. See “Description of Notes—Optional Redemption.”
|
Change of Control Offer
|
If we experience certain kinds of change s of control, we must offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest. See “Description of Notes—Repurchase of Notes upon a Change of Control.” | |
We might not be able to pay the required price for notes you present to us at the time of a change of control, because: | ||
● | we might not have enough funds at that time; or | |
● | the terms of our revolving credit facility, indentures governing our other existing notes or other indebtedness agreements may prevent us from paying. | |
See “Risk Factors—Risks Related to the Notes—We may not be able to repurchase notes upon a change of control, which would be an event of default under the indenture.” | ||
Asset Sale Proceeds
|
If we or our restricted subsidiaries engage in asset sales and the net cash proceeds we receive from such asset sales exceeds specified amounts, we generally must either invest the net cash proceeds from such sales in our business within a specified period of time, prepay senior debt or make an offer to purchase a principal amount of the notes and any pari passu indebtedness equal to the excess net cash proceeds. In such a scenario, the purchase price of the notes will be 100% of their principal amount, plus accrued and unpaid interest. See “Description of Notes—Covenants—Limitation on Asset Sales.” | |
Certain Indenture Provisions
|
The indenture governing the notes contains covenants that limit, among other things, our (and all of our restricted subsidiaries’) ability to: | |
● | pay dividends or make certain other restricted payments or investments; | |
● | incur additional indebtedness; | |
● | create liens on assets; | |
● | merge, consolidate, or sell all or substantially all of our and our restricted subsidiaries’ assets; | |
● | enter into certain transactions with affiliates; | |
● | create restrictions on dividends or other payments by our restricted subsidiaries; and | |
● | create guarantees of indebtedness by restricted subsidiaries. | |
These covenants are subject to a number of important limitations and exceptions. See “Description of Notes—Covenants.” As of the date of this prospectus , the Company has the option to institute a Suspension Period, during which many of the covenants in the indenture that governs the notes will not be applicable. See “Risk Factors - Risks related to the Notes - We have the right to suspend many of the covenants under the indenture governing the notes during any period in which the notes are rated investment grade by either Moody’s or Standard & Poor’s.” Even when the notes are subject to these covenants, they are subject to a number of important qualification and limitations. See “Description of the Notes - Suspension of Covenants: Covenants.” The Company has not yet elected to exercise its option to suspend such 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;
Appraisal Rights
|
Other than the registration of the exchange notes under the Securities Act, and compliance with federal securities laws, we are not aware of any state or federal regulatory requirements that we must comply with 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. |
Year Ended December 31, |
Three Months Ended
March 31,
|
|||||||||||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
2011 | 2012 | ||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||
Operating Data:
|
||||||||||||||||||||||||||||
Revenues from core operations
|
$ | 159,558 | $ | 169,592 | $ | 179,008 | $ | 250,985 | $ | 292,204 | $ | 70,476 | $ | 84,515 | ||||||||||||||
Revenues from nursing home operations (1)
|
$ | — | $ | 24,170 | $ | 18,430 | $ | 7,336 | $ | — | $ | — | $ | — | ||||||||||||||
Total revenues
|
$ | 159,558 | $ | 193,762 | $ | 197,438 | $ | 258,321 | $ | 292,204 | $ | 70,476 | $ | 84,515 | ||||||||||||||
Interest expense (2)
|
$ | 44,092 | $ | 39,746 | $ | 39,075 | $ | 90,602 | $ | 86,899 | $ | 20,710 | $ | 30,704 | ||||||||||||||
Income from continuing operations
|
$ | 67,598 | $ | 77,691 | $ | 82,111 | $ | 58,436 | $ | 52,606 | $ | (5,913 | ) | $ | 26,084 | |||||||||||||
Net income available to common stockholders
|
$ | 59,451 | $ | 70,551 | $ | 73,025 | $ | 49,350 | $ | 47,459 | $ | (11,076 | ) | $ | 26,084 | |||||||||||||
Per Share Amounts:
|
||||||||||||||||||||||||||||
Income (loss) from continuing opeations
|
||||||||||||||||||||||||||||
Basic
|
$ | 0.88 | $ | 0.93 | $ | 0.87 | $ | 0.52 | $ | 0.46 | $ | (0.11 | ) | $ | 0.25 | |||||||||||||
Diluted | $ | 0.88 | $ | 0.93 | $ | 0.87 | $ | 0.52 | $ | 0.46 | $ | (0.11 | ) | $ | 0.25 | |||||||||||||
Net income (loss) available to common
|
||||||||||||||||||||||||||||
Basic
|
$ | 0.90 | $ | 0.94 | $ | 0.87 | $ | 0.52 | $ | 0.46 | $ | (0.11 | ) | $ | 0.25 | |||||||||||||
Diluted
|
$ | 0.90 | $ | 0.94 | $ | 0.87 | $ | 0.52 | $ | 0.46 | $ | (0.11 | ) | $ | 0.25 | |||||||||||||
Dividends, Common Stock (3)
|
$ |
1.08
|
$ | 1.19 | $ | 1.20 | $ | 1.37 | $ | 1.55 | $ | 0.37 | $ | 0.41 | ||||||||||||||
Dividends, Series D Preferred (3) (4)
|
$ | 2.09 | $ | 2.09 | $ | 2.09 | $ | 2.09 | $ | 0.74 | $ | 0.74 | $ | — | ||||||||||||||
Weighted-average common shares outstanding basic
|
65,858 | 75,127 | 83,556 | 94,056 | 102,119 | 100,074 | 103,754 | |||||||||||||||||||||
Weighted-average common shares outstanding diluted
|
65,886 | 75,213 | 83,649 | 94,237 | 102,177 | 100,086 | 104,012 | |||||||||||||||||||||
Consolidated Balance Sheet Data
|
||||||||||||||||||||||||||||
(at period end):
|
||||||||||||||||||||||||||||
Gross investments (5)
|
$ | 1,322,964 | $ | 1,502,847 | $ | 1,803,743 | $ | 2,504,818 | $ | 2,831,132 | $ | 2,475,281 | $ | 2,823,574 | ||||||||||||||
Total assets
|
$ | 1,182,287 | $ | 1,364,467 | $ | 1,655,033 | $ | 2,304,007 | $ | 2,557,312 | $ | 2,257,927 | $ | 2,538,803 | ||||||||||||||
Revolving line of credit
|
$ | 48,000 | $ | 63,500 | $ | 94,100 | $ | — | $ | 272,500 | $ | 69,000 | $ | 27,000 | ||||||||||||||
Other long-term borrowings
|
$ | 525,709 | $ | 484,697 | $ | 644,049 | $ | 1,176,965 | $ | 1,278,900 | $ | 1,175,951 | $ | 1,503,004 | ||||||||||||||
Total debt (6)
|
$ | 573,709 | $ | 548,197 | $ | 738,149 | $ | 1,176,965 | $ | 1,551,400 | $ | 1,244,951 | $ | 1,530,004 | ||||||||||||||
Stockholders’ equity
|
$ | 586,127 | $ | 787,988 | $ | 865,227 | $ | 1,004,066 | $ | 878,484 | $ | 895,189 | $ | 882,883 |
(1)
|
Relates to nursing home revenue of owned and operated assets.
|
|
(2)
|
Includes interest refinancing costs and amortization of deferred financing costs.
|
|
(3)
|
Dividends per share are those declared and paid during such period.
|
|
(4)
|
We redeemed all of our outstanding Series D Preferred Stock on March 7, 2011.
|
|
(5)
|
We define gross investments as total investments before accumulated depreciation.
|
|
(6)
|
Total debt includes long-term debt and current maturities of long-term debt. Total debt also includes $21.8 million , $25.3 million , $21.4 million and $24.5 million of non-cash fair value adjustments to mark assumed debt to market on the date of the assumption for the periods ended December 31, 2010 and 2011 and three months ended March 31, 2011 and 2012 , respectively.
|
Year Ended December 31, |
Three Months Ended
March 31,
|
||||||||||||||||||||
2007 | 2008 | 2009 | 2010 | 2011 | 2011 | 2012 | |||||||||||||||
Earnings / fixed charge coverage ratio
|
2.5x
|
2.9x
|
3.1x
|
1.6x
|
1.6x
|
*
|
1.8x
|
|
●
|
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.
|
|
●
|
incur, assume or permit to exist additional indebtedness, guaranty obligations or hedging arrangements;
|
|
●
|
incur liens or agree to negative pledges in other agreements;
|
|
●
|
declare dividends, make payments or redeem or repurchase capital stock;
|
|
●
|
cause our subsidiaries to enter into agreements restricting dividends and distributions;
|
|
●
|
engage in mergers, acquisitions and other business combinations;
|
|
●
|
prepay, redeem or purchase certain indebtedness;
|
|
●
|
amend or otherwise alter the terms of our organizational documents, our indebtedness (including the notes) and other material agreements;
|
|
●
|
sell assets; and
|
|
●
|
engage in certain transactions with affiliates.
|
|
●
|
use our commercially reasonable efforts to file an exchange offer registration statement with the SEC on or prior to 220 days after the issue date of the initial notes, enabling holders to exchange the initial notes for publicly registered exchange notes with nearly identical terms;
|
|
●
|
use commercially reasonable efforts to have the exchange offer registration statement declared effective by the SEC on or prior to 270 days after the issue date of the initial notes;
|
|
●
|
keep the exchange offer open for at least 30 days after the date that notice of the exchange offer is mailed to holders of the initial notes; and
|
|
●
|
use commercially reasonable efforts to consummate the exchange offer within 360 days after the issue date of the initial notes.
|
|
●
|
use commercially reasonable efforts to file a shelf registration statement covering resales of the initial notes within 60 days after we deliver notice of our intent to file a shelf registration statement to the holders of the initial notes;
|
|
●
|
use commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC under the Securities Act within 60 days after the filing date;
|
|
●
|
use commercially reasonable efforts to keep the shelf registration statement effective until the earlier of the disposition of the notes covered by the shelf registration statement or one year after the date on which the shelf registration becomes effective; and
|
|
●
|
if obligated to file the shelf registration statement, use our commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 60 days after such filing obligation arises and use our commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC on or prior to 60 days after such filing.
|
|
●
|
will be 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 any interest rate in connection with the initial notes under circumstances related to the timing of the exchange offer.
|
|
●
|
delay accepting any initial notes;
|
|
●
|
extend the exchange offer;
|
|
●
|
terminate the exchange offer, by giving oral or written notice of such delay, extension or termination to the exchange agent, if any of the conditions set forth below under “— Conditions of the Exchange Offer” have not been satisfied or waived prior to the expiration date; and
|
|
●
|
amend the terms of the exchange offer in any manner.
|
|
●
|
the exchange offer violates applicable law or applicable interpretation of the staff of the SEC;
|
|
●
|
any action or proceeding is instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer, or any material adverse development shall have occurred in any existing action or proceeding with respect to us; or
|
|
●
|
we have not obtained all governmental approvals that we deem necessary for the consummation of the exchange offer.
|
|
●
|
transmit a properly completed and duly executed letter of transmittal, including all other documents required by such letter of transmittal (including initial notes), to the exchange agent, U.S. Bank National Association, at the address set forth below under “—Exchange Agent;”
|
●
|
if initial notes are tendered pursuant to the book-entry procedures set forth below, the tendering holder must deliver a completed and duly executed letter of transmittal or arrange with DTC to cause an agent’s message to be transmitted with the required information (including a book-entry confirmation) to the exchange agent at the address set forth below under “—Exchange Agent;” or
|
●
|
comply with the provisions set forth below under “—Guaranteed Delivery.”
|
●
|
the exchange agent must receive the certificates for the initial notes and the letter of transmittal;
|
●
|
the exchange agent must receive a timely confirmation of the book-entry transfer of the initial notes being tendered into the exchange agent’s account at DTC, along with the letter of transmittal or an agent’s message; or
|
●
|
the holder must comply with the guaranteed delivery procedures described below.
|
|
(i)
|
you or any other person acquiring exchange notes in exchange for your initial notes in the exchange offer is acquiring them in the ordinary course of business;
|
|
(ii)
|
neither you nor any other person acquiring exchange notes in exchange for your initial notes in the exchange offer is participating, intends to participate in and has no arrangement or understanding with any person to participate in a “distribution” (within the meaning of the Securities Act) of the exchange notes;
|
|
(iii)
|
neither you nor any other person acquiring exchange notes in exchange for your initial notes is our “affiliate” as defined under Rule 405 of the Securities Act; and
|
|
(iv)
|
if you are a broker-dealer and you acquired the initial notes as a result of market-making activities or other trading activities, you acknowledge that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.
|
(i)
|
may not rely on the applicable interpretations of the staff of the SEC and therefore may not participate in the exchange offer; and
|
(ii)
|
must comply with the registration and prospectus delivery requirements of the Securities Act or an exemption therefrom when reselling the initial notes.
|
|
●
|
you have full power and authority to tender, exchange, sell, assign and transfer initial notes;
|
|
●
|
we will acquire good, marketable and unencumbered title to the tendered initial notes, free and clear of all liens, restrictions, charges and other encumbrances; and
|
|
●
|
the initial notes tendered for exchange are not subject to any adverse claims or proxies.
|
|
●
|
by a registered holder of initial notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
|
|
●
|
for the account of an eligible institution.
|
|
●
|
a bank;
|
|
●
|
a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;
|
|
●
|
a credit union;
|
|
●
|
a national securities exchange, registered securities association or clearing agency; or
|
|
●
|
a savings association.
|
|
●
|
the letter of transmittal or a facsimile thereof, or an agent’s message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under “—Exchange Agent”; or
|
|
●
|
the guaranteed delivery procedures described below must be complied with.
|
|
●
|
the tender is made by or through an eligible institution;
|
|
●
|
the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent on or prior to the expiration date:
|
|
●
|
setting forth the name and address of the holder of the initial notes being tendered and the amount of the initial notes being tendered;
|
|
●
|
stating that the tender is being made; and
|
|
●
|
guaranteeing that, within three (3) New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered initial notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent’s message, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and
|
|
●
|
the exchange agent receives the certificates for the initial notes, or a confirmation of book-entry transfer, and a properly completed and duly executed letter of transmittal, or an agent’s message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three (3) New York Stock Exchange trading days after the notice of guaranteed delivery is executed for all such tendered initial notes.
|
|
●
|
specify the name of the person tendering the initial notes to be withdrawn;
|
|
●
|
identify the initial notes to be withdrawn, including the total principal amount of initial notes to be withdrawn;
|
|
●
|
where certificates for initial notes are transmitted, list the name of the registered holder of the initial notes if different from the person withdrawing the initial notes;
|
|
●
|
state that the holder is withdrawing his election to have the initial notes exchanged; and
|
|
●
|
be signed by the holder in the same manner as the original signature on the letter of transmittal by which the initial notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the trustee with respect to the initial notes register the transfer of the initial notes in the name of the person withdrawing the tender.
|
|
●
|
the exchange notes acquired in the exchange offer are being obtained in the ordinary course of business of the person receiving the exchange notes, whether or not that person is the holder;
|
|
●
|
neither the holder nor any other person receiving the exchange notes is engaged in, intends to engage in or has an arrangement or understanding with any person to participate in a “distribution” (as defined under the Securities Act) of the exchange notes; and
|
|
●
|
neither the holder nor any other person receiving the exchange notes is an “affiliate” (as defined under the Securities Act) of us.
|
|
●
|
may not rely on the applicable interpretations of the staff of the SEC referred to above; and
|
|
●
|
must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
|
Year
|
Redemption
Price
|
|||
2017
|
102.938 | % | ||
2018
|
101.958 | % | ||
2019
|
100.979 | % | ||
2020 and thereafter
|
100.000 | % |
|
(1)
|
at least 65% of the principal amount of notes issued under the indenture remains outstanding immediately after such redemption; and
|
|
(2)
|
the Issuer makes such redemption not more than 90 days after the consummation of any such Equity Offering.
|
|
(1)
|
in compliance with the requirements of the principal national securities exchange, if any, on which the notes are then listed; or
|
|
(2)
|
on a pro rata basis, by lot or by such method as the trustee shall deem fair and appropriate.
|
|
(1)
|
we had approximately $ 1.5 billion of Indebtedness outstanding , including the initial notes ;
|
|
(2)
|
excluding the initial notes and Indebtedness of our non-guarantor subsidiaries, we had approximately $ 800 million of Indebtedness (including our other existing senior notes, and approximately $27 million of borrowings and no letters of credit outstanding under our $475 million revolving credit facility), all of which would be pari passu in right of payment with the notes; and
|
|
(3)
|
our non-guarantor Subsidiaries had approximately $ 279 million aggregate principal amount of secured debt outstanding under our HUD-guaranteed mortgage loans and another $ 20 million aggregate principal amount of unsecured indebtedness (all of which would be structurally senior in right of payments to the notes). See “Description of Other Indebtedness.”
|
|
(1)
|
the net income of any Person, other than the Issuer or a Restricted Subsidiary, except to the extent of the amount of dividends or other distributions actually paid to the Issuer or any of its Restricted Subsidiaries by such Person during such period;
|
|
(2)
|
the net income of any Restricted Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such net income is not at the time permitted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary;
|
(3)
|
any after-tax gains or losses attributable to Asset Sales; and
|
(4)
|
all extraordinary gains and extraordinary losses.
|
|
(1)
|
all liabilities of the Issuer and its Restricted Subsidiaries that are classified as current liabilities in accordance with GAAP, excluding intercompany items, and
|
|
(2)
|
all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth on the most recent quarterly or annual consolidated balance sheet of the Issuer and its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the SEC or provided to the trustee pursuant to the “SEC Reports and Reports to Holders” covenant.
|
|
(1)
|
Total Assets for such Person as of the end of the fiscal quarter preceding the Transaction Date as set forth on the most recent quarterly or annual consolidated balance sheet of the Issuer and its Restricted Subsidiaries, prepared in conformity with GAAP and filed with the SEC or provided to the trustee pursuant to the “SEC Reports and Reports to Holders” covenant; and
|
|
(2)
|
any increase in Total Assets following the end of such quarter including, without limitation, any increase in Total Assets resulting from the application of the proceeds of any additional Indebtedness.
|
|
(1)
|
an investment by the Issuer or any of its Restricted Subsidiaries in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be merged into or consolidated with the Issuer or any of its Restricted Subsidiaries; provided, however, that such Person’s primary business is related, ancillary, incidental or complementary to the businesses of the Issuer or any of its Restricted Subsidiaries on the date of such investment; or
|
|
(2)
|
an acquisition by the Issuer or any of its Restricted Subsidiaries from any other Person of assets that constitute substantially all of a division or line of business, or one or more healthcare properties, of such Person; provided, however, that the assets and properties acquired are related, ancillary, incidental or complementary to the businesses of the Issuer or any of its Restricted Subsidiaries on the date of such acquisition.
|
(1)
|
all or substantially all of the Capital Stock of any Restricted Subsidiary, or
|
|
(2)
|
all or substantially all of the assets that constitute a division or line of business, or one or more healthcare properties, of the Issuer or any of its Restricted Subsidiaries.
|
|
(1)
|
all or any of the Capital Stock of any Restricted Subsidiary,
|
|
(2)
|
all or substantially all of the property and assets of an operating unit or business of the Issuer or any of its Restricted Subsidiaries, or
|
|
(3)
|
any other property and assets of the Issuer or any of its Restricted Subsidiaries outside the ordinary course of business of the Issuer or such Restricted Subsidiary and, in each case, that is not governed by the provisions of the indenture applicable to mergers, consolidations and sales of assets of the Issuer;
|
provided, however, that “Asset Sale” shall not include:
|
|
●
|
sales or other dispositions of inventory, receivables and other current assets,
|
|
●
|
the sale, conveyance, transfer, lease, disposition or other transfer of all or substantially all of the assets of the Issuer as permitted under “Consolidation, Merger and Sale of Assets,”
|
|
●
|
any Restricted Payment permitted by the “Limitation on Restricted Payments” covenant or that constitutes a Permitted Investment,
|
|
●
|
sales, transfers or other dispositions of assets with a fair market value not in excess of $15 million in any transaction or series of related transactions,
|
|
●
|
sales or other dispositions of assets for consideration at least equal to the fair market value of the assets sold or disposed of, to the extent that the consideration received would satisfy the second bullet of clause (1) of the second paragraph of the “Limitation on Asset Sales” covenant,
|
|
●
|
sales or other dispositions of Temporary Cash Investments,
|
|
●
|
the creation or realization of any Lien permitted under the indenture,
|
|
●
|
transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer’s reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries, or
|
|
●
|
sales or other dispositions of any of the Closed Facilities as in existence on the Closing Date.
|
|
●
|
the number of years from such date of determination to the dates of each successive scheduled principal payment of such debt security, and
|
|
●
|
the amount of such principal payment, by
|
|
(1)
|
any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Issuer to any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d)(2) of the Exchange Act), together with any Affiliates thereof (whether or not otherwise in compliance with the provisions of the indenture);
|
|
(2)
|
a “person” or “group” (as such terms are defined in Sections 13(d) and 14(d)(2) of the Exchange Act), becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the total voting power of the Voting Stock of the Issuer on a fully diluted basis;
|
|
(3)
|
the approval by the holders of Capital Stock of the Issuer of any plan or proposal for the liquidation or dissolution of the Issuer (whether or not otherwise in compliance with the provisions of the indenture); or
|
|
(4)
|
individuals who on the Closing Date constitute the Board of Directors (together with any new or replacement directors whose election by the Board of Directors or whose nomination by the Board of Directors for election by the Issuer’s shareholders was approved by a vote of at least a majority of the members of the Board of Directors then still in office who either were members of the Board of Directors on the Closing Date or whose election or nomination for election was so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office.
|
|
(1)
|
Consolidated Interest Expense,
|
|
(2)
|
income taxes (other than income taxes (either positive or negative) attributable to extraordinary and non-recurring gains or losses or sales of assets),
|
|
(5)
|
non-cash charges resulting from the write-down of the value of accounts receivable and/or notes receivable in an aggregate amount from January 1, 2011 not in excess of $20 million, and
|
|
(6)
|
all other non-cash items reducing Adjusted Consolidated Net Income (other than items that will require cash payments and for which an accrual or reserve is, or is required by GAAP to be, made), less all non-cash items increasing Adjusted Consolidated Net Income, all as determined on a consolidated basis for the Issuer and its Restricted Subsidiaries in conformity with GAAP; provided, however, that, if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, Consolidated EBITDA shall be reduced (to the extent not already reduced in Adjusted Consolidated Net Income or otherwise reduced in accordance with GAAP) by an amount equal to:
|
|
●
|
the amount of the Adjusted Consolidated Net Income attributable to such Restricted Subsidiary multiplied by
|
|
●
|
the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Issuer or any of its Restricted Subsidiaries.
|
|
●
|
amortization of debt issuance costs, debt discount or premium and other financing fees and expenses;
|
|
●
|
the interest portion of any deferred payment obligations;
|
|
●
|
all commissions, discounts and other fees and expenses owed with respect to letters of credit and bankers’ acceptance financing;
|
|
●
|
the net costs associated with Interest Rate Agreements and Indebtedness that is Guaranteed or secured by assets of the Issuer or any of its Restricted Subsidiaries; and
|
|
●
|
all but the principal component of rentals in respect of Capitalized Lease Obligations paid, accrued or scheduled to be paid or to be accrued by the Issuer and its Restricted Subsidiaries;
|
|
(2)
|
redeemable at the option of the holder of such class or series of Capital Stock, at any time prior to the Stated Maturity of the notes, or
|
|
(3)
|
convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the notes;
|
|
(4)
|
non-cash charges associated with the write-down of the value of accounts and/or notes receivable in an amount not to exceed $20 million;
|
|
(5)
|
non-cash charges related to redemptions of Preferred Stock of the Issuer;
|
|
(6)
|
the write-off of financing costs in connection with the restructuring or refinancing of Indebtedness; and
|
|
(7)
|
any other non-cash charges associated with the sale or settlement of any Interest Rate Agreement or other hedging or derivative instruments.
|
|
(1)
|
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise); or
|
|
(2)
|
entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);
|
|
(2)
|
all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
|
|
(3)
|
the face amount of letters of credit or other similar instruments (excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations (other than obligations described in (1) or (2) above or (5), (6) or (7) below) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement);
|
|
(4)
|
all unconditional obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;
|
|
(6)
|
all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at that date of determination and (B) the amount of such Indebtedness;
|
|
(7)
|
all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person; and
|
|
(8)
|
to the extent not otherwise included in this definition or the definition of Consolidated Interest Expense, obligations under Currency Agreements and Interest Rate Agreements.
|
|
●
|
the amount outstanding at any time of any Indebtedness issued with original issue discount shall be deemed to be the face amount with respect to such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at the date of determination in conformity with GAAP, and
|
|
●
|
Indebtedness shall not include any liability for federal state, local or other taxes.
|
|
●
|
the aggregate amount of Consolidated EBITDA for the then most recent four fiscal quarters prior to such Transaction Date for which reports have been filed with the SEC or provided to the trustee pursuant to the “SEC Reports and Reports to Holders” covenant (“Four Quarter Period”) to
|
|
●
|
the aggregate Consolidated Interest Expense during such Four Quarter Period.
|
|
(1)
|
pro forma effect shall be given to any Indebtedness Incurred or repaid (other than in connection with an Asset Acquisition or Asset Disposition) during the period (“Reference Period”) commencing on the first day of the Four Quarter Period and ending on the Transaction Date (other than Indebtedness Incurred or repaid under a revolving credit or similar arrangement), in each case as if such Indebtedness had been Incurred or repaid on the first day of such Reference Period;
|
|
(2)
|
Consolidated Interest Expense attributable to interest on any Indebtedness (whether existing or being Incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Transaction Date (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period;
|
|
(3)
|
pro forma effect shall be given to Asset Dispositions and Asset Acquisitions and Permitted Mortgage Investments (including giving pro forma effect to the application of proceeds of any Asset Disposition and any Indebtedness Incurred or repaid in connection with any such Asset Acquisitions or Asset Dispositions) that occur during such Reference Period but subsequent to the end of the related Four Quarter Period as if they had occurred and such proceeds had been applied on the first day of such Reference Period; and
|
|
(4)
|
pro forma effect shall be given to asset dispositions and asset acquisitions (including giving pro forma effect to (i) the application of proceeds of any asset disposition and any Indebtedness Incurred or repaid in connection with any such asset acquisitions or asset dispositions and (ii) expense and cost reductions calculated on a basis consistent with Regulation S-X under the Exchange Act) that have been made by any Person that has become a Restricted Subsidiary or has been merged with or into the Issuer or any of its Restricted Subsidiaries during such Reference Period but subsequent to the end of the related Four Quarter Period and that would have constituted asset dispositions or asset acquisitions during such Reference Period but subsequent to the end of the related Four Quarter Period had such transactions occurred when such Person was a Restricted Subsidiary as if such asset dispositions or asset acquisitions were Asset Dispositions or Asset Acquisitions and had occurred on the first day of such Reference Period;
|
|
(2)
|
the fair market value of the Capital Stock (or any other Investment), held by the Issuer or any of its Restricted Subsidiaries of (or in) any Person that has ceased to be a Restricted Subsidiary;
|
|
●
|
“Investment” shall include the fair market value of the assets (net of liabilities (other than liabilities to the Issuer or any of its Restricted Subsidiaries)) of any Restricted Subsidiary at the time such Restricted Subsidiary is designated an Unrestricted Subsidiary;
|
|
●
|
the fair market value of the assets (net of liabilities (other than liabilities to the Issuer or any of its Restricted Subsidiaries)) of any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is designated a Restricted Subsidiary shall be considered a reduction in outstanding Investments; and
|
|
●
|
any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer.
|
|
(1)
|
with respect to any Asset Sale, the proceeds of such Asset Sale in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or Temporary Cash Investments (except to the extent such obligations are financed or sold with recourse to the Issuer or any of its Restricted Subsidiaries) and proceeds from the conversion of other property received when converted to cash or cash equivalents, net of:
|
|
●
|
brokerage commissions and other fees and expenses (including fees and expenses of counsel and investment bankers) related to such Asset Sale,
|
|
●
|
provisions for all taxes actually paid or payable as a result of such Asset Sale by the Issuer and its Restricted Subsidiaries, taken as a whole,
|
|
●
|
payments made to repay Indebtedness or any other obligation outstanding at the time of such Asset Sale that either (A) is secured by a Lien on the property or assets sold or (B) is required to be paid as a result of such sale,
|
|
●
|
amounts reserved by the Issuer and its Restricted Subsidiaries against any liabilities associated with such Asset Sale, including without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined on a consolidated basis in conformity with GAAP,
|
|
●
|
payments of retained liabilities (not constituting Indebtedness) relating to the assets sold at the time of, or within 30 days after, the date of such Asset Sale, and
|
|
(2)
|
with respect to any issuance or sale of Capital Stock, the proceeds of such issuance or sale in the form of cash or Temporary Cash Investments, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not interest, component thereof) when received in the form of cash or Temporary Cash Investments (except to the extent such obligations are financed or sold with recourse to the Issuer or any of its Restricted Subsidiaries) and proceeds from the conversion of other property received when converted to cash or Temporary Cash Investments, net of attorney’s fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees incurred in connection with such issuance or sale and net of tax paid or payable as a result thereof.
|
|
(1)
|
the covenant pursuant to which the offer is being made and that all notes validly tendered will be accepted for payment on a pro rata basis;
|
|
(2)
|
the purchase price and the date of purchase (which shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed) (the “Payment Date”);
|
|
(3)
|
that any note not tendered will continue to accrue interest pursuant to its terms;
|
|
(4)
|
that, unless the Issuer defaults in the payment of the purchase price, any note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest on and after the Payment Date;
|
|
(5)
|
that holders electing to have a note purchased pursuant to the Offer to Purchase will be required to surrender the note, together with the form entitled “Option of the Holder to Elect Purchase” on the reverse side of the note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the Business Day immediately preceding the Payment Date;
|
|
(6)
|
that holders will be entitled to withdraw their election if the Payment Agent receives, not later than the close of business on the third Business Day immediately preceding the Payment Date, a telegram, facsimile transmission or letter setting forth the name of such holder, the principal amount of notes delivered for purchase and a statement that such holder is withdrawing his election to have such notes purchased; and
|
|
(7)
|
that holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered; provided, however, that each note purchased and each new note issued shall be in a principal amount of $2,000 or integral multiples of $1,000 in excess thereof.
|
|
●
|
accept for payment on a pro rata basis notes or portions thereof tendered pursuant to an Offer to Purchase; and
|
|
●
|
deposit with the Paying Agent money sufficient to pay the purchase price of all notes or portions thereof so accepted; and
|
|
●
|
shall promptly thereafter deliver, or cause to be delivered, to the trustee all notes or portions thereof so accepted together with an Officers’ Certificate specifying the notes or portions thereof accepted for payment by the Issuer.
|
|
(1)
|
an Investment in the Issuer or any of its Restricted Subsidiaries or a Person that will, upon the making of such Investment, become a Restricted Subsidiary or be merged or consolidated with or into or transfer or convey all or substantially all its assets to, the Issuer or any of its Restricted Subsidiaries; provided, however, that such person’s primary business is related, ancillary, incidental or complementary to the businesses of the Issuer or any of its Restricted Subsidiaries on the date of such Investment;
|
(2)
|
investments in cash and Temporary Cash Investments;
|
|
(3)
|
Investments made by the Issuer or its Restricted Subsidiaries as a result of consideration received in connection with an Asset Sale made in compliance with the “Limitation on Asset Sales” covenant;
|
(4)
|
Investments represented by Guarantees that are otherwise permitted under the indenture;
|
|
(5)
|
payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP;
|
(6)
|
stock, obligations or securities received in satisfaction of judgments;
|
(7)
|
Permitted Mortgage Investments; and
|
|
(8)
|
additional Investments not to exceed $75 million at any time outstanding.
|
|
(1)
|
with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable; and
|
|
(2)
|
with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.
|
|
(1)
|
direct obligations of the United States of America or any agency thereof or obligations fully and unconditionally guaranteed by the United States of America or any agency thereof;
|
|
(2)
|
time deposits accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof, and which bank or trust company has capital, surplus and undivided profits aggregating in excess of $250 million and has outstanding debt which is rated “A” (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) or any money-market fund sponsored by a registered broker dealer or mutual fund distributor;
|
|
(3)
|
repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (1) above entered into with a bank meeting the qualifications described in clause (2) above;
|
|
(4)
|
commercial paper, maturing not more than 90 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Issuer) organized and in existence under the laws of the United States of America, any state of the United States of America with a rating at the time as of which any investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P; and
|
|
(5)
|
securities with maturities of six months or less from the date of acquisition issued or fully and unconditionally guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or Moody’s.
|
(1)
|
Undepreciated Real Estate Assets; and
|
|
(2)
|
all other assets (excluding intangibles and accounts receivable) of the Issuer and its Restricted Subsidiaries on a consolidated basis determined in conformity with GAAP.
|
|
(1)
|
those Undepreciated Real Estate Assets not securing any portion of Secured Indebtedness; and
|
|
(2)
|
all other assets (but excluding intangibles and accounts receivable) of the Issuer and its Restricted Subsidiaries not securing any portion of Secured Indebtedness determined on a consolidated basis in conformity with GAAP.
|
|
(1)
|
any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Issuer in the manner provided below; and
|
|
(2)
|
any Subsidiary of an Unrestricted Subsidiary.
|
|
●
|
any Guarantee by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of the Subsidiary being so designated shall be deemed an “Incurrence” of such Indebtedness and an “Investment” by the Issuer or such Restricted Subsidiary (or all, if applicable) at the time of such designation;
|
|
●
|
either (i) the Subsidiary to be so designated has total assets of $1,000 or less or (ii) if such Subsidiary has assets greater than $1,000, such designation would be permitted under the “Limitation on Restricted Payments” covenant described below; and
|
|
●
|
if applicable, the Incurrence of Indebtedness and the Investment referred to in the first bullet of this proviso would be permitted under the “Limitation on Indebtedness” and “Limitation on Restricted Payments” covenants described below.
|
|
●
|
no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to such designation; and
|
|
●
|
all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately after such designation would, if Incurred at such time, have been permitted to be Incurred (and shall be deemed to have been Incurred) for all purposes of the indenture.
|
|
●
|
“—Covenants—Limitation on Indebtedness”;
|
|
●
|
“—Covenants—Maintenance of Total Unencumbered Assets”;
|
|
●
|
“—Covenants—Limitation on Restricted Payments”;
|
|
●
|
“—Covenants—Limitation on Dividend and other Payment Restrictions Affecting Restricted Subsidiaries”;
|
|
●
|
“—Covenants—Limitation on Issuances of Guarantees by Restricted Subsidiaries”;
|
|
●
|
“—Covenants—Limitation on Transactions with Affiliates”; and
|
|
●
|
“—Covenants—Limitation on Asset Sales.”
|
|
(2)
|
ending on the date (the “Reversion Date”) that the notes cease to have Investment Grade Status.
|
|
(A)
|
Indebtedness outstanding under the Line of Credit at any time in an aggregate principal amount not to exceed $600 million;
|
(B)
|
Indebtedness owed to:
|
|
●
|
the Issuer evidenced by an unsubordinated promissory note, or
|
|
●
|
any Restricted Subsidiary;
|
|
(C)
|
Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, outstanding Indebtedness (other than Indebtedness Incurred under clause (A), (B) or (D) of this paragraph (4)) and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided, however, that Indebtedness the proceeds of which are used to refinance or refund the notes or Indebtedness that ranks equally with or subordinate in right of payment to, the notes shall only be permitted under this clause (C) if:
|
|
●
|
in case the notes are refinanced in part or the Indebtedness to be refinanced ranks equally with the notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, ranks equally with or is expressly made subordinate in right of payment to the remaining notes,
|
|
●
|
in case the Indebtedness to be refinanced is subordinated in right of payment to the notes, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the notes at least to the extent that the Indebtedness to be refinanced is subordinated to the notes, and
|
|
●
|
such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded;
|
|
(D)
|
Indebtedness:
|
|
●
|
in respect of performance, surety or appeal bonds provided in the ordinary course of business,
|
|
●
|
under Currency Agreements and Interest Rate Agreements; provided that such agreements (i) are designed solely to protect the Issuer or any of its Restricted Subsidiaries against fluctuations in foreign currency exchange rates or interest rates and (ii) do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder, and
|
|
●
|
arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed the gross proceeds actually received by the Issuer and its Restricted Subsidiaries on a consolidated basis in connection with such disposition;
|
(E)
|
Indebtedness of the Issuer, to the extent the net proceeds thereof are promptly:
|
|
●
|
used to purchase notes tendered in an Offer to Purchase made as a result of a Change in Control, or
|
|
●
|
deposited to defease the notes as described below under “—Defeasance,” or
|
|
●
|
deposited to discharge the obligations under the notes and indenture as described below under “—Satisfaction and Discharge”;
|
|
(F)
|
Guarantees of the notes and Guarantees of Indebtedness of the Issuer by any of our Restricted Subsidiaries provided the guarantee of such Indebtedness is permitted by and made in accordance with the “Limitation on Issuances of Guarantees by Restricted Subsidiaries” covenant described below; or
|
(G)
|
additional Indebtedness of the Issuer and its Restricted Subsidiaries not to exceed $90 million in aggregate principal amount at any time outstanding.
|
|
●
|
Indebtedness Incurred under the Line of Credit on or prior to the Closing Date shall be treated as Incurred pursuant to clause (A) of paragraph (4) of this “Limitation on Indebtedness” covenant, and
|
|
●
|
Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included.
|
|
●
|
For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (A) through (G) of paragraph (4) above or is entitled to be incurred pursuant to paragraph (3) above, the Issuer shall, in its sole discretion, classify (and may later reclassify) such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described, except that Indebtedness incurred under the Line of Credit on the Closing Date shall be deemed to have been incurred under clause (A) of paragraph (4) above.
|
(A)
|
a Default or Event of Default shall have occurred and be continuing,
|
|
(B)
|
the Issuer could not Incur at least $1.00 of Indebtedness under paragraphs (1), (2) and (3) of the “Limitation on Indebtedness” covenant, or
|
|
(C)
|
the aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall exceed the sum of:
|
|
●
|
95% of the aggregate amount of the Funds From Operations (or, if the Funds From Operations is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning January 1, 2012 and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the SEC or provided to the Trustee pursuant to the “SEC Reports and Reports to Holders” covenant, plus
|
|
●
|
100% of the aggregate Net Cash Proceeds received by the Issuer after the Closing Date from the issuance and sale permitted by the indenture of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Issuer, including from an issuance or sale permitted by the indenture of Indebtedness of the Issuer for cash subsequent to the Closing Date upon the conversion of such Indebtedness into Capital Stock (other than Disqualified Stock) of the Issuer, or from the issuance to a Person who is not a Subsidiary of the Issuer of any options, warrants or other rights to acquire Capital Stock of the Issuer (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the notes), plus
|
|
●
|
an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person after the Closing Date resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Issuer or any of its Restricted Subsidiaries or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Funds From Operations) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of “Investments”) not to exceed, in each case, the amount of Investments previously made by the Issuer and its Restricted Subsidiaries in such Person or Unrestricted Subsidiary, plus
|
|
●
|
the fair market value of noncash tangible assets or Capital Stock acquired in exchange for an issuance of Capital Stock (other than Disqualified Stock or Capital Stock issued in exchange for Capital Stock of the Issuer pursuant to clauses (3) or (4) of the second succeeding paragraph) of the Issuer subsequent to the Closing Date, plus
|
|
●
|
$500 million.
|
|
●
|
the aggregate principal amount of all outstanding Indebtedness of the Issuer and its Restricted Subsidiaries on a consolidated basis at such time is less than 60% of Adjusted Total Assets; and
|
|
●
|
no Default or Event of Default shall have occurred and be continuing.
|
|
●
|
pay dividends or make any other distributions permitted by applicable law on any Capital Stock of such Restricted Subsidiary owned by the Issuer or any of its Restricted Subsidiaries,
|
|
●
|
pay any Indebtedness owed to the Issuer or any other Restricted Subsidiary,
|
|
●
|
make loans or advances to the Issuer or any other Restricted Subsidiary, or
|
|
●
|
transfer its property or assets to the Issuer or any other Restricted Subsidiary. The foregoing provisions shall not restrict any encumbrances or restrictions:
|
|
●
|
that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,
|
|
●
|
existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary not otherwise prohibited by the indenture, or
|
|
●
|
arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary in any manner material to the Issuer and its Restricted Subsidiaries taken as a whole;
|
|
●
|
the encumbrance or restriction applies only in the event of a payment default or a default with respect to a financial covenant contained in such Indebtedness or agreement,
|
|
●
|
the encumbrance or restriction is not materially more disadvantageous to the holders of the notes than is customary in comparable financings (as determined by the good faith judgment of the Board of Directors of the Issuer), and
|
|
●
|
the Board of Directors of the Issuer, in its good faith, determines that an such encumbrance or restriction will not materially affect the Issuer’s ability to make principal or interest payments on the notes; or
|
|
●
|
ranks equally with the notes, then the Guarantee of such Guaranteed Indebtedness shall rank equally with, or subordinate to, the Subsidiary Guarantee; or
|
|
●
|
is subordinate to the notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the notes.
|
|
●
|
the aggregate amount of which exceeds $10 million in value must be approved or determined to be fair in the manner provided for in clause (1)(A) or (B) above; and
|
|
●
|
the aggregate amount of which exceeds $20 million in value, must be determined to be fair in the manner provided for in clause (1)(B) above.
|
|
●
|
apply an amount equal to such excess Net Cash Proceeds to permanently reduce Indebtedness under (y) the Line of Credit or (z) non-revolving Pari Passu Indebtedness not Incurred in connection with a Capital Markets Transaction; provided that the aggregate amount of such non-revolving Pari Passu Indebtedness so repaid shall not exceed $200 million in aggregate principal amount over the life of the notes, or
|
|
●
|
invest an amount equal to such excess Net Cash Proceeds, or the amount not so applied pursuant to the foregoing bullet (or enter into a definitive agreement committing to so invest within six months after the date of such agreement), in property or assets (which may include Permitted Mortgage Investments) (other than current assets) of a nature or type or that are used in a business (or in a Restricted Subsidiary having property and assets of a nature or type, or engaged in a business) similar or related to the nature or type of the property and assets of, or the business of, the Issuer or any of its Restricted Subsidiaries existing on the date of such investment, and
|
|
●
|
an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or
|
|
●
|
the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default;
|
|
●
|
shall be rendered against the Issuer or any Significant Subsidiary and shall not be paid or discharged, and
|
|
●
|
there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $20 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;
|
|
●
|
relief in respect of the Issuer or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
|
|
●
|
appointment of a receiver, liquidator, assignee custodian, trustee, sequestrator or similar official of the Issuer or any Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or any Significant Subsidiary, or
|
|
●
|
the winding up or liquidation of the affairs of the Issuer or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or
|
|
●
|
commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under such law,
|
|
●
|
consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or such Significant Subsidiary or for all or substantially all of the property and assets of the Issuer or such Significant Subsidiary, or
|
|
●
|
effects any general assignment for the benefit of its creditors.
|
|
●
|
all existing Events of Default, other than the nonpayment of the principal of, premium, if any, and interest on the notes that have become due solely by such declaration of acceleration, have been cured or waived, and
|
|
●
|
the rescission would not conflict with any judgment or decree of a court of competent jurisdiction.
|
|
●
|
an individual who is a citizen or resident of the United States;
|
|
●
|
a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
|
|
●
|
an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
|
|
●
|
a trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust or if a valid election is in place to treat the trust as a United States person.
|
|
●
|
you fail to furnish a taxpayer identification number, or TIN, in the prescribed manner;
|
|
●
|
the IRS notifies us that the TIN furnished by you is incorrect;
|
|
●
|
you are subject to backup withholding because you failed to report properly the receipt of reportable interest or dividend payments; or
|
|
●
|
you fail to certify under penalties of perjury that you are not subject to backup withholding.
|
|
●
|
our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 27, 2012;
|
|
●
|
our Quarterly Report of Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 8, 2012;
|
|
●
|
our Current Reports* on Form 8-K, filed with the SEC on March 7, 2012, March 14, 2012, March 19, 2012, March 30, 2012, June 8, 2012, and June 20, 2012; and
|
|
●
|
our Proxy Statement on Schedule 14A, relating to the annual meeting of stockholders held on June 7, 2012, filed with the SEC on April 23, 2012, and additional definitive materials on Schedule 14A filed with the SEC on May 30, 2012.
|
OMEGA HEALTHCARE INVESTORS, INC. | |
By: /s/ C. Taylor Pickett | |
C. Taylor Pickett | |
Chief Executive Officer |
Signature
|
Position
|
|
/s/ C. Taylor Pickett
|
||
C. Taylor Pickett
|
Chief Executive Officer and
Director ( p rincipal e xecutive o fficer)
|
|
/s/ Robert O. Stephenson
|
||
Robert O. Stephenson
|
Chief Financial Officer
( p rincipal f inancial o fficer)
|
|
/s/ Michael D. Ritz
|
||
Michael D. Ritz
|
Chief Accounting Officer
( p rincipal f inancial o fficer)
|
|
/s/ Bernard J. Korman
|
||
Bernard J. Korman
|
Chairman of the Board of
Directors |
|
/s/ Thomas F . Franke
|
||
Thomas F . Franke
|
Director
|
|
/s/ Harold J. Kloosterman
|
||
Harold J. Kloosterman
|
Director
|
|
/s/ Edward Lowenthal
|
||
Edward Lowenthal
|
Director
|
|
/s/ Stephen D. Plavin
|
||
Stephen D. Plavin
|
Director
|
Arizona Lessor - Infinia, Inc.
|
|
Baldwin Health Center, Inc.
|
|
Bayside Alabama Healthcare Second, Inc.
|
|
Bayside Arizona Healthcare Associates, Inc.
|
|
Bayside Arizona Healthcare Second, Inc.
|
|
Bayside Colorado Healthcare Associates, Inc.
|
|
Bayside Colorado Healthcare Second, Inc.
|
|
Bayside Indiana Healthcare Associates, Inc.
|
|
Bayside Street II, Inc.
|
|
Bayside Street, Inc.
|
|
Canton Health Care Land, Inc.
|
|
Carnegie Gardens LLC
|
|
Center Healthcare Associates, Inc.
|
|
Cherry Street – Skilled Nursing, Inc.
|
|
Colonial Gardens, LLC
|
|
Colorado Lessor - Conifer, Inc.
|
|
Copley Health Center, Inc.
|
|
CSE Albany LLC
|
|
CSE Amarillo LLC
|
|
CSE Anchorage LLC
|
|
CSE Arden L.P.
|
|
CSE Augusta LLC
|
|
CSE Bedford LLC
|
|
CSE Blountville LLC
|
|
CSE Bolivar LLC
|
|
CSE Cambridge LLC
|
|
CSE Cambridge Realty LLC
|
|
CSE Camden LLC
|
|
CSE Canton LLC
|
|
CSE Casablanca Holdings II LLC
|
|
CSE Casablanca Holdings LLC
|
|
CSE Cedar Rapids LLC
|
|
CSE Centennial Village
|
|
CSE Chelmsford LLC
|
|
CSE Chesterton LLC
|
|
CSE Claremont LLC
|
|
CSE Corpus North LLC
|
|
CSE Crane LLC
|
|
CSE Denver Iliff LLC
|
|
CSE Denver LLC
|
|
CSE Douglas LLC
|
|
CSE Dumas LLC
|
|
CSE Elkton LLC
|
|
CSE Elkton Realty LLC
|
|
CSE Fairhaven LLC
|
|
CSE Fort Wayne LLC
|
|
CSE Frankston LLC
|
|
CSE Georgetown LLC
|
|
CSE Green Bay LLC
|
|
CSE Hilliard LLC
|
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
|
CSE Indianapolis-Continental LLC
|
|
CSE Indianapolis-Greenbriar LLC
|
|
CSE Jacinto City LLC
|
|
CSE Jefferson City LLC
|
|
CSE Jeffersonville-Hillcrest Center LLC
|
|
CSE Jeffersonville-Jennings House LLC
|
|
CSE Kerrville LLC
|
|
CSE King L.P.
|
|
CSE Kingsport LLC
|
|
CSE Knightdale L.P.
|
|
CSE Lake City LLC
|
|
CSE Lake Worth LLC
|
|
CSE Lakewood LLC
|
|
CSE Las Vegas LLC
|
|
CSE Lawrenceburg LLC
|
|
CSE Lenoir L.P.
|
|
CSE Lexington Park LLC
|
|
CSE Lexington Park Realty LLC
|
|
CSE Ligonier LLC
|
|
CSE Live Oak LLC
|
|
CSE Logansport LLC
|
|
CSE Lowell LLC
|
|
CSE Marianna Holdings LLC
|
|
CSE Memphis LLC
|
|
CSE Mobile LLC
|
|
CSE Moore LLC
|
|
CSE North Carolina Holdings I LLC
|
|
CSE North Carolina Holdings II LLC
|
|
CSE Omro LLC
|
|
CSE Orange Park LLC
|
|
CSE Orlando-Pinar Terrace Manor LLC
|
|
CSE Orlando-Terra Vista Rehab LLC
|
|
CSE Pennsylvania Holdings
|
|
CSE Piggott LLC
|
|
CSE Pilot Point LLC
|
|
CSE Ponca City LLC
|
|
CSE Port St. Lucie LLC
|
|
CSE Richmond LLC
|
|
CSE Ripley LLC
|
|
CSE Ripon LLC
|
|
CSE Safford LLC
|
|
CSE Salina LLC
|
|
CSE Seminole LLC
|
|
CSE Shawnee LLC
|
|
CSE Spring Branch LLC
|
|
CSE Stillwater LLC
|
|
CSE Taylorsville LLC
|
|
CSE Texarkana LLC
|
|
CSE Texas City LLC
|
|
CSE The Village LLC
|
|
CSE Upland LLC
|
|
CSE Walnut Cove L.P.
|
|
CSE West Point LLC
|
|
CSE Whitehouse LLC
|
|
CSE Williamsport LLC
|
|
CSE Winter Haven LLC
|
|
CSE Woodfin L.P.
|
|
CSE Yorktown LLC
|
|
Dallas – Skilled Nursing, Inc.
|
Delta Investors I, LLC
|
|
Delta Investors II, LLC
|
|
Desert Lane LLC
|
|
Dixon Health Care Center, Inc.
|
|
Florida Lessor – Crystal Springs, Inc.
|
|
Florida Lessor – Emerald, Inc.
|
|
Florida Lessor – Lakeland, Inc.
|
|
Florida Lessor – Meadowview, Inc.
|
|
Florida Real Estate Company, LLC
|
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
|
Greenbough, LLC
|
|
Hanover House, Inc.
|
|
Heritage Texarkana Healthcare Associates, Inc.
|
|
House of Hanover, Ltd
|
|
Hutton I Land, Inc.
|
|
Hutton II Land, Inc.
|
|
Hutton III Land, Inc.
|
|
Indiana Lessor – Jeffersonville, Inc.
|
|
Indiana Lessor – Wellington Manor, Inc.
|
|
Jefferson Clark, Inc.
|
|
LAD I Real Estate Company, LLC
|
|
Lake Park – Skilled Nursing, Inc.
|
|
Leatherman 90-1, Inc.
|
|
Leatherman Partnership 89-1, Inc.
|
|
Leatherman Partnership 89-2, Inc.
|
|
Long Term Care – Michigan, Inc.
|
|
Long Term Care – North Carolina, Inc.
|
|
Long Term Care Associates – Illinois, Inc.
|
|
Long Term Care Associates – Indiana, Inc.
|
|
Long Term Care Associates – Texas, Inc.
|
|
Meridian Arms Land, Inc.
|
|
North Las Vegas LLC
|
|
NRS Ventures, L.L.C.
|
|
OHI (Connecticut), Inc.
|
|
OHI (Florida), Inc.
|
|
OHI (Illinois), Inc.
|
|
OHI (Indiana), Inc.
|
|
OHI (Iowa), Inc.
|
|
OHI (Kansas), Inc.
|
|
OHI Asset (CA), LLC
|
|
OHI Asset (CO), LLC
|
|
OHI Asset (CT) Lender, LLC
|
|
OHI Asset (FL), LLC
|
|
OHI Asset (FL) Lender, LLC
|
|
OHI Asset (ID), LLC
|
|
OHI Asset (IL), LLC
|
|
OHI Asset (IN), LLC
|
|
OHI Asset (LA), LLC
|
|
OHI Asset (MD), LLC
|
|
OHI Asset (MI), LLC
|
|
OHI Asset (MI/NC), LLC
|
|
OHI Asset (MO), LLC
|
|
OHI Asset (OH) Lender, LLC
|
|
OHI Asset (OH) New Philadelphia, LLC
|
|
OHI Asset (OH), LLC
|
|
OHI Asset (PA) Trust
|
|
OHI Asset (PA), LLC
|
|
OHI Asset (SMS) Lender, Inc.
|
|
OHI Asset (TX), LLC
|
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
|
OHI Asset CSE – U, LLC
|
|
OHI Asset Essex (OH), LLC
|
|
OHI Asset HUD WO, LLC
|
|
OHI Asset II (CA), LLC
|
|
OHI Asset II (FL), LLC
|
|
OHI Asset II (PA) Trust
|
|
OHI Asset III (PA) Trust
|
|
OHI Asset IV (PA) Silver Lake Trust
|
|
OHI Asset, LLC
|
|
OHI of Texas, Inc.
|
|
OHI Sunshine, Inc.
|
|
OHI Tennessee, Inc.
|
|
OHIMA, Inc.
|
|
Omega (Kansas), Inc.
|
|
Omega TRS I, Inc.
|
|
Orange Village Care Center, Inc.
|
|
OS Leasing Company
|
|
Panama City Nursing Center LLC
|
|
Parkview – Skilled Nursing, Inc.
|
|
Pavillion North Partners, Inc.
|
|
Pavillion North, LLP
|
|
Pavillion Nursing Center North, Inc.
|
|
Pine Texarkana Healthcare Associates, Inc.
|
|
Reunion Texarkana Healthcare Associates, Inc.
|
|
San Augustine Healthcare Associates, Inc.
|
|
Skilled Nursing – Gaston, Inc.
|
|
Skilled Nursing – Herrin, Inc.
|
|
Skilled Nursing – Hicksville, Inc.
|
|
Skilled Nursing – Paris, Inc.
|
|
Skyler Maitland LLC
|
|
South Athens Healthcare Associates, Inc.
|
|
St. Mary’s Properties, Inc.
|
|
Sterling Acquisition Corp.
|
|
Sterling Acquisition Corp. II
|
|
Suwanee, LLC
|
|
Texas Lessor – Stonegate GP, Inc.
|
|
Texas Lessor – Stonegate, Limited, Inc.
|
|
Texas Lessor – Stonegate, LP
|
|
Texas Lessor – Treemont, Inc.
|
|
The Suburban Pavilion, Inc.
|
|
Washington Lessor – Silverdale, Inc.
|
|
Waxahachie Healthcare Associates, Inc.
|
|
West Athens Healthcare Associates, Inc.
|
|
Wilcare, LLC
|
By:/s/ C. Taylor Pickett
|
||
C. Taylor Pickett
|
||
Chief Executive Officer
|
Signature
|
Position
|
|
/s/ C. Taylor Pickett
|
||
C. Taylor Pickett
|
Chief Executive Officer of Omega Healthcare Investors, Inc. ( p rincipal
e xecutive o fficer) |
|
/s/ Robert O. Stephenson
|
||
Robert O. Stephenson
|
Chief Financial Officer of
Omega Healthcare Investors, Inc.
(principal financial officer)
|
|
/s/ Michael D. Ritz
|
||
Michael D. Ritz
|
Chief Accounting Officer of
Omega Healthcare Investors, Inc.
(principal financial officer)
|
|
/s/ Robert O. Stephenson
|
||
Robert O. Stephenson
|
Sole Director, Officer of General
Partner, Officer of Sole Member, Officer of Managing Trustee or Officer of Trustee |
Exhibit No.
|
|
Exhibit
|
|
|
3.0
|
Amended and Restated Bylaws, of Omega Healthcare Investors, Inc. as amended as of January 16, 2007. (Incorporated by reference to Exhibit 3.1 to the Company’s Form S-11 filed with the SEC on January 29, 2007)
|
|||
3.1
|
Articles of Amendment and Restatement of Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on June 14, 2010)
|
|||
3.2
|
Form of Articles of Incorporation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Maryland: (Incorporated by reference to Exhibit 3.2 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Arizona Lessor—Infinia, Inc.
Colorado Lessor—Conifer, Inc.
Florida Lessor—Crystal Springs, Inc.
Florida Lessor—Emerald, Inc.
Florida Lessor—Lakeland, Inc.
Florida Lessor—Meadowview, Inc.
Georgia Lessor—Bonterra/Parkview, Inc.
Indiana Lessor—Jeffersonville, Inc.
Indiana Lessor—Wellington Manor, Inc.
Texas Lessor—Stonegate GP, Inc.
Texas Lessor—Stonegate Limited, Inc.
Texas Lessor—Treemont, Inc.
Washington Lessor—Silverdale, Inc.
|
|||
3.3
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Maryland: (Incorporated by reference to Exhibit 3.46 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Arizona Lessor—Infinia, Inc.
Colorado Lessor—Conifer, Inc.
Florida Lessor—Crystal Springs, Inc.
Florida Lessor—Emerald, Inc.
Florida Lessor—Lakeland, Inc.
Florida Lessor—Meadowview, Inc.
Georgia Lessor—Bonterra/Parkview, Inc.
Indiana Lessor—Jeffersonville, Inc.
Indiana Lessor—Wellington Manor, Inc.
Texas Lessor—Stonegate GP, Inc.
Texas Lessor—Stonegate Limited, Inc.
Texas Lessor—Treemont, Inc.
Washington Lessor—Silverdale, Inc.
|
|||
3.4
|
Articles of Incorporation of Baldwin Health Center, Inc. (Incorporated by reference to Exhibit 3.4 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.5
|
Articles of Incorporation of Pavillion North Partners, Inc., incorporated in Pennsylvania (Incorporated by reference to Exhibit 3.5 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.6
|
Articles of Incorporation of Pavillion Nursing Center North, Inc., incorporated in Pennsylvania. (Incorporated by reference to Exhibit 3.6 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.7
|
Form of Bylaws for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Pennsylvania: (Incorporated by reference to Exhibit 3.7 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Baldwin Health Center, Inc.
Pavillion North Partners, Inc.
Pavillion Nursing Center North, Inc.
|
|||
3.8
|
Articles of Incorporation of Bayside Alabama Healthcare Second, Inc. (Incorporated by reference to Exhibit 3.8 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.9
|
Bylaws of Bayside Alabama Healthcare Second, Inc. (Incorporated by reference to Exhibit 3.9 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.10
|
Form of Articles of Incorporation for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Arizona: (Incorporated by reference to Exhibit 3.10 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Bayside Arizona Healthcare Associates, Inc.
Bayside Arizona Healthcare Second, Inc.
|
3.11
|
Form of Bylaws for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Arizona: (Incorporated by reference to Exhibit 3.11 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Bayside Arizona Healthcare Associates, Inc.
Bayside Arizona Healthcare Second, Inc.
|
|||
3.12
|
Form of Articles of Incorporation for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Colorado: (Incorporated by reference to Exhibit 3.12 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Bayside Colorado Healthcare Associates, Inc.
Bayside Colorado Healthcare Second, Inc.
|
|||
3.13
|
Form of Bylaws for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Colorado: (Incorporated by reference to Exhibit 3.13 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Bayside Colorado Healthcare Associates, Inc.
Bayside Colorado Healthcare Second, Inc.
|
|||
3.14
|
Articles of Incorporation of Bayside Indiana Healthcare Associates, Inc. (Incorporated by reference to Exhibit 3.32 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.15
|
Bylaws of Bayside Indiana Healthcare Associates, Inc. (Incorporated by reference to Exhibit 3.33 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.16
|
Certificate of Incorporation of Bayside Street II, Inc. (Incorporated by reference to Exhibit 3.16 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.17
|
Bylaws of Bayside Street II, Inc. (Incorporated by reference to Exhibit 3.17 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.18
|
Articles of Incorporation of Bayside Street, Inc. (Incorporated by reference to Exhibit 3.18 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.19
|
Bylaws of Bayside Street, Inc. (Incorporated by reference to Exhibit 3.49 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.20
|
Form of Articles of Incorporation for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Ohio: (Incorporated by reference to Exhibit 3.20 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Canton Health Care Land, Inc.
Hutton I Land, Inc.
Hutton II Land, Inc.
Hutton III Land, Inc.
Leatherman 90-1, Inc.
Meridian Arms Land, Inc.
St. Mary’s Properties, Inc.
|
|||
3.21
|
Articles of Incorporation of Copley Health Center, Inc. (Incorporated by reference to Exhibit 3.21 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.22
|
Articles of Incorporation of Hanover House, Inc. (Incorporated by reference to Exhibit 3.22 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.23
|
Form of Articles of Incorporation for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Ohio: (Incorporated by reference to Exhibit 3.23 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Leatherman Partnership 89-1, Inc.
Leatherman Partnership 89-2, Inc.
|
|||
3.24
|
Articles of Incorporation of Orange Village Care Center, Inc. (Incorporated by reference to Exhibit 3.24 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.25
|
Articles of Incorporation of The Suburban Pavilion, Inc. (Incorporated by reference to Exhibit 3.25 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.26
|
Articles of Incorporation of Dixon Health Care Center, Inc. (Incorporated by reference to Exhibit 3.26 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.27
|
Form of Bylaws for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Ohio: (Incorporated by reference to Exhibit 3.27 to the Company’s Form S-4 filed with the SEC on August 10, 2010) |
|
Canton Health Care Land, Inc.
Copley Health Center, Inc.
Dixon Health Care Center, Inc.
Hanover House, Inc.
Hutton I Land, Inc.
Hutton II Land, Inc.
Hutton III Land, Inc.
Leatherman 90-1, Inc.
Leatherman Partnership 89-1, Inc.
Leatherman Partnership 89-2, Inc.
Meridian Arms Land, Inc.
Orange Village Care Center, Inc.
St. Mary’s Properties, Inc.
The Suburban Pavilion, Inc.
|
|||
3.28
|
Partnership Agreement for Texas Lessor—Stonegate, L.P. (Incorporated by reference to Exhibit 3.59 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.29
|
Form of Certificate of Formation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Texas: (Incorporated by reference to Exhibit 3.29 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Center Healthcare Associates, Inc.
Heritage Texarkana Healthcare Associates, Inc.
Pine Texarkana Healthcare Associates, Inc.
Reunion Texarkana Healthcare Associates, Inc.
San Augustine Healthcare Associates, Inc.
South Athens Healthcare Associates, Inc.
Waxahachie Healthcare Associates, Inc.
West Athens Healthcare Associates, Inc.
|
|||
3.30
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Texas: (Incorporated by reference to Exhibit 3.69 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Center Healthcare Associates, Inc.
Heritage Texarkana Healthcare Associates, Inc.
Pine Texarkana Healthcare Associates, Inc.
Reunion Texarkana Healthcare Associates, Inc.
San Augustine Healthcare Associates, Inc.
South Athens Healthcare Associates, Inc.
Waxahachie Healthcare Associates, Inc.
West Athens Healthcare Associates, Inc.
|
|||
3.31
|
Form of Certificate of Formation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Texas: (Incorporated by reference to Exhibit 3.31 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Cherry Street—Skilled Nursing Center, Inc.
Dallas Skilled Nursing, Inc.
Lake Park Skilled Nursing, Inc.
Long Term Care Associates—Texas, Inc.
Parkview—Skilled Nursing, Inc.
|
|||
3.32
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Texas: (Incorporated by reference to Exhibit 3.71 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Cherry Street—Skilled Nursing Center, Inc.
Dallas Skilled Nursing, Inc.
Lake Park Skilled Nursing, Inc.
Long Term Care Associates—Texas, Inc.
Parkview—Skilled Nursing, Inc.
|
|||
3.33
|
Form of Articles of Organization for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Ohio: (Incorporated by reference to Exhibit 3.83 to the Company’s Form S-4, filed with the SEC on February 24, 2006)
Colonial Gardens, LLC
Wilcare, LLC
|
3.34
|
Articles of Organization of House of Hanover, Ltd. (Incorporated by reference to Exhibit 3.84 to the Company’s Form S-4 filed with the SEC on February 24, 2006)
|
|||
3.35
|
Form of Operating Agreement for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Ohio: (Incorporated by reference to Exhibit 3.85 to the Company’s Form S-4 filed with the SEC on February 24, 2006)
Colonial Gardens, LLC
House of Hanover, Ltd.
Wilcare, LLC
|
|||
3.36
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.36 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Albany LLC
CSE Amarillo LLC
CSE Augusta LLC
CSE Bedford LLC
CSE Cambridge LLC
CSE Cambridge Realty LLC
CSE Canton LLC
CSE Cedar Rapids LLC
CSE Chelmsford LLC
CSE Chesterton LLC
CSE Claremont LLC
CSE Denver LLC
CSE Douglas LLC
CSE Dumas LLC
CSE Elkton LLC
CSE Elkton Realty LLC
CSE Fort Wayne LLC
CSE Frankston LLC
CSE Georgetown LLC
CSE Green Bay LLC
CSE Hilliard LLC
CSE Huntsville LLC
CSE Indianapolis-Continental LLC
CSE Indianapolis-Greenbriar LLC
CSE Jeffersonville-Hillcrest Center LLC
CSE Jeffersonville-Jennings House LLC
CSE Kingsport LLC
CSE Lake City LLC
CSE Lake Worth LLC
CSE Lakewood LLC
CSE Las Vegas LLC
CSE Lawrenceburg LLC
CSE Lexington Park LLC
CSE Lexington Park Realty LLC
CSE Ligonier LLC
CSE Live Oak LLC
CSE Logansport LLC
CSE Lowell LLC
CSE Mobile LLC
CSE Moore LLC
CSE North Carolina Holdings I LLC
CSE North Carolina Holdings II LLC
CSE Omro LLC
CSE Orange Park LLC
CSE Orlando-Pinar Terrace Manor LLC
CSE Orlando-Terra Vista Rehab LLC
CSE Piggott LLC
CSE Pilot Point LLC
CSE Ponca City LLC
CSE Port St. Lucie LLC
|
CSE Richmond LLC
CSE Safford LLC
CSE Salina LLC
CSE Seminole LLC
CSE Shawnee LLC
CSE Stillwater LLC
CSE Taylorsville LLC
CSE Texas City LLC
CSE Upland LLC
CSE Winter Haven LLC
CSE Yorktown LLC
|
||||
3.37
|
Form of Second Amended and Restated Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.37 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Albany LLC
CSE Amarillo LLC
CSE Augusta LLC
CSE Bedford LLC
CSE Cambridge Realty LLC
CSE Canton LLC
CSE Cedar Rapids LLC
CSE Chelmsford LLC
CSE Chesterton LLC
CSE Claremont LLC
CSE Denver LLC
CSE Douglas LLC
CSE Dumas LLC
CSE Elkton Realty LLC
CSE Fort Wayne LLC
CSE Frankston LLC
CSE Georgetown LLC
CSE Green Bay LLC
CSE Hilliard LLC
CSE Huntsville LLC
CSE Indianapolis-Continental LLC
CSE Indianapolis-Greenbriar LLC
CSE Jeffersonville-Hillcrest Center LLC
CSE Jeffersonville-Jennings House LLC
CSE Kingsport LLC
CSE Lake City LLC
CSE Lake Worth LLC
CSE Lakewood LLC
CSE Las Vegas LLC
CSE Lawrenceburg LLC
CSE Lexington Park Realty LLC
CSE Ligonier LLC
CSE Live Oak LLC
CSE Logansport LLC
CSE Lowell LLC
CSE Mobile LLC
CSE Moore LLC
CSE North Carolina Holdings I LLC
CSE North Carolina Holdings II LLC
CSE Omro LLC
CSE Orange Park LLC
CSE Orlando-Pinar Terrace Manor LLC
CSE Orlando-Terra Vista Rehab LLC
CSE Piggott LLC
CSE Pilot Point LLC
|
CSE Ponca City LLC
CSE Port St. Lucie LLC
CSE Richmond LLC
CSE Safford LLC
CSE Salina LLC
CSE Seminole LLC
CSE Shawnee LLC
CSE Stillwater LLC
CSE Taylorsville LLC
CSE Texas City LLC
CSE Upland LLC
CSE Winter Haven LLC
CSE Yorktown LLC
|
||||
3.38
|
Second Amended and Restated Limited Liability Company Agreement for CSE Cambridge LLC (Incorporated by reference to Exhibit 3.38 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.39
|
Second Amended and Restated Limited Liability Company Agreement for CSE Elkton LLC (Incorporated by reference to Exhibit 3.39 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.40
|
Second Amended and Restated Limited Liability Company Agreement for CSE Lexington Park LLC (Incorporated by reference to Exhibit 3.40 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.41
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.41 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Anchorage LLC
CSE Blountville LLC
CSE Bolivar LLC
CSE Camden LLC
CSE Denver Iliff LLC
CSE Fairhaven LLC
CSE Huntingdon LLC
CSE Jefferson City LLC
CSE Memphis LLC
CSE Ripley LLC
CSE Texarkana LLC
CSE West Point LLC
CSE Whitehouse LLC
|
|||
3.42
|
Certificate of Formation of Carnegie Gardens LLC. (Incorporated by reference to Exhibit 3.42 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.43
|
Certificate of Formation of CSE Marianna Holdings LLC. (Incorporated by reference to Exhibit 3.43 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.44
|
Certificate of Formation of Panama City Nursing Center LLC. (Incorporated by reference to Exhibit 3.44 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.45
|
Certificate of Formation of Skyler Maitland LLC. (Incorporated by reference to Exhibit 3.45 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.46
|
Form of Amended and Restated Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.46 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Carnegie Gardens LLC
CSE Anchorage LLC
CSE Blountville LLC
CSE Bolivar LLC
CSE Camden LLC
CSE Denver Iliff LLC
CSE Fairhaven LLC
CSE Huntingdon LLC
CSE Jefferson City LLC
CSE Marianna Holdings LLC.
|
CSE Memphis LLC
CSE Ripley LLC
CSE Texarkana LLC
CSE West Point LLC
CSE Whitehouse LLC
Panama City Nursing Center LLC
Skyler Maitland LLC
|
||||
3.47
|
Form of Certificate of Limited Partnership for each of the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.47 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Arden L.P.
CSE King L.P.
CSE Knightdale L.P.
CSE Lenoir L.P.
CSE Walnut Cove L.P.
CSE Woodfin L.P.
|
|||
3.48
|
Form of Second Amended and Restated Limited Partnership Agreement for each of the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.48 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Arden L.P.
CSE King L.P.
CSE Knightdale L.P.
CSE Lenoir L.P.
CSE Walnut Cove L.P.
CSE Woodfin L.P.
|
|||
3.49
|
Certificate of Formation for CSE Casablanca Holdings LLC (Incorporated by reference to Exhibit 3.49 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.50
|
Amended and Restated Limited Liability Company Agreement for CSE Casablanca Holdings LLC (Incorporated by reference to Exhibit 3.50 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.51
|
Certificate of Formation for CSE Casablanca Holdings II LLC (Incorporated by reference to Exhibit 3.51 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.52
|
Amended and Restated Limited Liability Company Agreement for CSE Casablanca Holdings II LLC (Incorporated by reference to Exhibit 3.52 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.53
|
Certificate of Trust for CSE Centennial Village (Incorporated by reference to Exhibit 3.53 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.54
|
Trust Agreement for CSE Centennial Village (Incorporated by reference to Exhibit 3.54 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.55
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.55 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Corpus North LLC
CSE Jacinto City LLC
CSE Kerrville LLC
CSE Ripon LLC
CSE Spring Branch LLC
CSE The Village LLC
CSE Williamsport LLC
|
|||
3.56
|
Certificate of Formation for Desert Lane LLC (Incorporated by reference to Exhibit 3.56 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.57
|
Certificate of Formation of North Las Vegas LLC (Incorporated by reference to Exhibit 3.57 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.58
|
Form of Second Amended and Restated Limited Liability Company Agreement for each of the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.58 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
CSE Corpus North LLC
CSE Jacinto City LLC
|
CSE Kerrville LLC
CSE Ripon LLC
CSE Spring Branch LLC
CSE The Village LLC
CSE Williamsport LLC
Desert Lane LLC
North Las Vegas LLC
|
||||
3.59
|
Certificate of Formation for CSE Crane LLC (Incorporated by reference to Exhibit 3.59 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.60
|
Amended and Restated Limited Liability Company Agreement for CSE Crane LLC (Incorporated by reference to Exhibit 3.60 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.61
|
Certificate of Trust for CSE Pennsylvania Holdings (Incorporated by reference to Exhibit 3.61 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.62
|
Trust Agreement for CSE Pennsylvania Holdings (Incorporated by reference to Exhibit 3.62 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.63
|
Form of Articles of Organization for each of the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Maryland: (Incorporated by reference to Exhibit 3.50 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Delta Investors I, LLC
Delta Investors II, LLC
|
|||
3.64
|
Form of Operating Agreement for each of the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Maryland: (Incorporated by reference to Exhibit 3.51 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Delta Investors I, LLC
Delta Investors II, LLC
|
|||
3.65
|
Articles of Organization for Florida Real Estate Company, LLC (Incorporated by reference to Exhibit 3.65 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.66
|
Second Amended and Restated Operating Agreement for Florida Real Estate Company, LLC (Incorporated by reference to Exhibit 3.66 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.67
|
Articles of Incorporation of Jefferson Clark, Inc. (Incorporated by reference to Exhibit 3.52 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.68
|
Bylaws of Jefferson Clark, Inc. (Incorporated by reference to Exhibit 3.53 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.69
|
Articles of Incorporation of Long Term Care—Michigan, Inc. (Incorporated by reference to Exhibit 3.62 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.70
|
Bylaws of Long Term Care—Michigan, Inc. (Incorporated by reference to Exhibit 3.63 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.71
|
Articles of Incorporation of Long Term Care—North Carolina, Inc. (Incorporated by reference to Exhibit 3.64 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.72
|
Bylaws of Long Term Care—North Carolina, Inc. (Incorporated by reference to Exhibit 3.65 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.73
|
Form of Articles of Incorporation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Illinois: (Incorporated by reference to Exhibit 3.28 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Long Term Care Associates—Illinois, Inc.
Skilled Nursing—Herrin, Inc.
Skilled Nursing—Paris, Inc.
|
|||
3.74
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Illinois: (Incorporated by reference to Exhibit 3.29 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Long Term Care Associates—Illinois, Inc.
Skilled Nursing—Herrin, Inc.
Skilled Nursing—Paris, Inc.
|
|||
3.75
|
Form of Articles of Incorporation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Indiana (Incorporated by reference to Exhibit 3.75 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Long Term Care Associates—Indiana, Inc.
OHI (Indiana), Inc.
Skilled Nursing—Gaston, Inc.
|
3.76
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Indiana: (Incorporated by reference to Exhibit 3.35 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
Long Term Care Associates—Indiana, Inc.
OHI (Indiana), Inc.
Skilled Nursing—Gaston, Inc.
|
|||
3.77
|
Certificate of Formation of NRS Ventures, LLC (Incorporated by reference to Exhibit 3.77 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.78
|
Limited Liability Company Agreement for NRS Ventures, LLC (Incorporated by reference to Exhibit 3.78 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.79
|
Certificate of Incorporation of OHI (Connecticut), Inc. (Incorporated by reference to Exhibit 3.14 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.80
|
Bylaws of OHI (Connecticut), Inc. (Incorporated by reference to Exhibit 3.15 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.81
|
Articles of Incorporation of OHI (Florida), Inc. (Incorporated by reference to Exhibit 3.24 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.82
|
Bylaws of OHI (Florida), Inc. (Incorporated by reference to Exhibit 3.25 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.83
|
Articles of Incorporation of OHI (Illinois), Inc. (Incorporated by reference to Exhibit 3.30 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.84
|
Bylaws of OHI (Illinois), Inc. (Incorporated by reference to Exhibit 3.31 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.85
|
Articles of Incorporation of OHI (Iowa), Inc. (Incorporated by reference to Exhibit 3.137 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on October 13, 2010)
|
|||
3.86
|
Bylaws of OHI (Iowa), Inc. (Incorporated by reference to Exhibit 3.37 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.87
|
Articles of Incorporation of OHI (Kansas), Inc. (Incorporated by reference to Exhibit 3.38 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.88
|
Bylaws of OHI (Kansas), Inc. (Incorporated by reference to Exhibit 3.39 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.89
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: (Incorporated by reference to Exhibit 3.18 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
OHI Asset (CA), LLC
OHI Asset (FL), LLC
OHI Asset (ID), LLC
OHI Asset (IN), LLC
OHI Asset (LA), LLC
OHI Asset (MI/NC), LLC
OHI Asset (MO), LLC
OHI Asset (OH), LLC
OHI Asset (OH) Lender, LLC
OHI Asset (OH) New Philadelphia, LLC
OHI Asset (PA), LLC
OHI Asset (TX), LLC
OHI Asset, LLC
|
|||
3.90
|
Form of Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors formed in the state of Delaware: (Incorporated by reference to Exhibit 3.19 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
OHI Asset (CA), LLC
OHI Asset (FL), LLC
OHI Asset (ID), LLC
OHI Asset (IN), LLC
OHI Asset (MI/NC), LLC
OHI Asset (MO), LLC
OHI Asset (OH), LLC
|
OHI Asset (OH) Lender, LLC
OHI Asset (OH) New Philadelphia, LLC
OHI Asset (PA), LLC
OHI Asset (TX), LLC
OHI Asset, LLC
|
||||
3.90A
|
Amended and Restated Limited Liability Company Agreement of OHI Asset (LA), LLC (Incorporated by reference to Exhibit 3.90A to the Company’s Form S-4 filed with the SEC on March 4, 2011)
|
|||
3.91
|
Certificate of Formation of OHI Asset (CO), LLC (Incorporated by reference to Exhibit 3.91 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.92
|
Limited Liability Company Agreement for OHI Asset (CO), LLC (Incorporated by reference to Exhibit 3.92 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.93
|
Certificate of Formation of OHI Asset (CT) Lender, LLC (Incorporated by reference to Exhibit 3.71 to the Company’s Form S-4 filed with the SEC on February 24, 2006)
|
|||
3.94
|
Limited Liability Company Agreement for OHI Asset (CT) Lender, LLC (Incorporated by reference to Exhibit 3.72 to the Company’s Form S-4, filed with the SEC on February 24, 2006)
|
|||
3.95
|
Certificate of Formation of OHI Asset (IL), LLC (Incorporated by reference to Exhibit 3.95 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.96
|
Limited Liability Company Agreement for OHI Asset (IL), LLC (Incorporated by reference to Exhibit 3.96 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.97
|
Certificate of Trust for OHI Asset (PA) Trust. (Incorporated by reference to Exhibit 3.73 to the Company’s Form S-4 filed with the SEC on December 21, 2004)
|
|||
3.98
|
Declaration of Trust for OHI Asset (PA) Trust (Incorporated by reference to Exhibit 3.74 to the Company’s Form S-4 filed with the SEC on December 21, 2004)
|
|||
3.99
|
Articles of Incorporation of OHI Asset (SMS) Lender, Inc. (Incorporated by reference to Exhibit 3.99 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.100
|
Bylaws for OHI Asset (SMS) Lender, Inc. (Incorporated by reference to Exhibit 3.100 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.101
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors formed in the state of Delaware: (Incorporated by reference to Exhibit 3.101 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
OHI Asset CSB LLC
OHI Asset CSE-E, LLC
OHI Asset CSE-U, LLC
|
|||
3.102
|
Form of Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors formed in the state of Delaware: (Incorporated by reference to Exhibit 3.102 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
OHI Asset CSB LLC
OHI Asset CSE-E, LLC
OHI Asset CSE-U, LLC
|
|||
3.103
|
Certificate of Formation of OHI Asset Essex (OH), LLC (Incorporated by reference to Exhibit 3.103 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.104
|
Limited Liability Company Agreement for OHI Asset Essex (OH), LLC (Incorporated by reference to Exhibit 3.104 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.105
|
Certificate of Formation of OHI Asset II (CA), LLC (Incorporated by reference to Exhibit 3.105 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.106
|
Limited Liability Company Agreement for OHI Asset II (CA), LLC (Incorporated by reference to Exhibit 3.106 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.107
|
Certificate of Formation of OHI Asset II (FL), LLC (Incorporated by reference to Exhibit 3.107 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.108
|
Limited Liability Company Agreement for OHI Asset II (FL), LLC (Incorporated by reference to Exhibit 3.108 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.109
|
Form of Certificate of Trust for the following subsidiaries of Omega Healthcare Investors formed in the State of Maryland: (Incorporated by reference to Exhibit 3.109 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
OHI Asset II (PA) Trust
OHI Asset III (PA) Trust
|
||||
3.110
|
Form of Declaration of Trust for the following subsidiaries of Omega Healthcare Investors formed in the State of Maryland: (Incorporated by reference to Exhibit 3.74 to the Company’s Form S-4, filed with the SEC on February 24, 2006)
OHI Asset II (PA) Trust
OHI Asset III (PA) Trust
|
|||
3.111
|
Certificate of Trust for OHI Asset IV (PA) Silver Lake Trust (Incorporated by reference to Exhibit 3.111 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.112
|
Declaration of Trust for OHI Asset IV (PA) Silver Lake Trust (Incorporated by reference to Exhibit 3.112 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.113
|
Articles of Incorporation of OHI of Texas, Inc. (Incorporated by reference to Exhibit 3.113 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.114
|
Bylaws of OHI of Texas, Inc. (Incorporated by reference to Exhibit 3.114 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.115
|
Articles of Incorporation of OHI Sunshine, Inc. (Incorporated by reference to Exhibit 3.115 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.116
|
Bylaws of OHI Sunshine, Inc. (Incorporated by reference to Exhibit 3.27 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.117
|
Articles of Incorporation of OHI Tennessee, Inc. (Incorporated by reference to Exhibit 3.117 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.118
|
Bylaws of OHI Tennessee, Inc. (Incorporated by reference to Exhibit 3.118 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.119
|
Articles of Organization of OHIMA, Inc. (Incorporated by reference to Exhibit 3.119 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.120
|
Bylaws of OHIMA, Inc. (Incorporated by reference to Exhibit 3.61 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.121
|
Articles of Incorporation of Omega (Kansas), Inc. (Incorporated by reference to Exhibit 3.121 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.122
|
Bylaws of Omega (Kansas), Inc. (Incorporated by reference to Exhibit 3.41 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.123
|
Articles of Incorporation of Omega TRS I, Inc. (Incorporated by reference to Exhibit 3.123 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.124
|
Bylaws of Omega TRS I, Inc. (Incorporated by reference to Exhibit 3.57 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.125
|
Form of Articles of Incorporation for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Kentucky: (Incorporated by reference to Exhibit 3.125 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
OS Leasing Company
Sterling Acquisition Corp.
Sterling Acquisition Corp. II
|
|||
3.126
|
Form of Bylaws for each of the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Kentucky: (Incorporated by reference to Exhibit 3.44 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
OS Leasing Company
Sterling Acquisition Corp.
Sterling Acquisition Corp. II
|
|||
3.127
|
Certificate of Limited Partnership for Pavillion North, LLP (Incorporated by reference to Exhibit 3.127 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.128
|
Partnership Agreement for Pavillion North, LLP (Incorporated by reference to Exhibit 3.128 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.129
|
Articles of Incorporation for Skilled Nursing – Hicksville, Inc. (Incorporated by reference to Exhibit 3.129 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.130
|
Bylaws for Skilled Nursing – Hicksville, Inc. (Incorporated by reference to Exhibit 3.67 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on July 26, 2004)
|
|||
3.131
|
Certificate of Formation for Greenbough LLC (Incorporated by reference to Exhibit 3.131 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.132
|
Certificate of Formation for LAD I Real Estate Company, LLC (Incorporated by reference to Exhibit 3.132 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.133
|
Certificate of Formation for Suwanee, LLC (Incorporated by reference to Exhibit 3.133 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
3.134
|
Form of Second Amended and Restated Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors, Inc. incorporated in the state of Delaware: (Incorporated by reference to Exhibit 3.134 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
Greenbough LLC
LAD I Real Estate Company, LLC
Suwanee, LLC
|
|||
3.135
|
Certificate of Formation for Texas Lessor – Stonegate, LP (Incorporated by reference to Exhibit 3.135 to the Company’s Form S-4 filed with the SEC on August 10, 2010)
|
|||
3.136
|
Certificate of Formation for OHI Asset (MI), LLC (Incorporated by reference to Exhibit 3.136 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on October 13, 2010)
|
|||
3.137
|
Limited Liability Company Agreement for OHI Asset (MI), LLC (Incorporated by reference to Exhibit 3.137 to the Company’s Amendment No. 1 to Form S-4 filed with the SEC on October 13, 2010)
|
|||
3.138
|
Certificate of Formation for OHI Asset (FL) Lender, LLC (Incorporated by reference to Exhibit 3.138 to the Company’s Form S-4 filed with the SEC on March 4, 2011)
|
|||
3.139
|
Limited Liability Company Agreement of OHI Asset (FL) Lender, LLC (Incorporated by reference to Exhibit 3.139 to the Company’s Form S-4 filed with the SEC on March 4, 2011)
|
|||
3.140
|
Form of Certificate of Formation for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: †
OHI Asset HUD SF, LLC
OHI Asset (IN) Greensburg, LLC
OHI Asset (IN) Indianapolis, LLC
OHI Asset (IN) Wabash, LLC
OHI Asset (IN) Westfield, LLC
|
|||
3.141
|
Form of Limited Liability Company Agreement for the following subsidiaries of Omega Healthcare Investors, Inc. formed in the state of Delaware: †
OHI Asset HUD SF, LLC
OHI Asset (IN) Greensburg, LLC
OHI Asset (IN) Indianapolis, LLC
OHI Asset (IN) Wabash, LLC
OHI Asset (IN) Westfield, LLC
|
|||
5.1
|
Opinion of Bryan Cave LLP.**
|
|||
5.2
|
Opinion of Maynard, Cooper & Gale, P.C.**
|
|||
5.3
|
Opinion of Robinson & Cole LLP**
|
|||
5.4
|
Opinion of Akerman Senterfitt LLP**
|
|||
5.5
|
Opinion of Ice Miller LLP**
|
|||
5.6
|
Opinion of Baudino Law Group, PLC**
|
|||
5.7
|
Opinion of Wyatt, Tarrant & Combs, LLP**
|
|||
5.8
|
Opinion of Partridge, Snow & Hahn LLP**
|
|||
5.9
|
Opinion of Miller, Johnson, Snell & Cummiskey, P.L.C.**
|
|||
5.10
|
Opinion of Dinsmore & Shohl LLP**
|
|||
5.11
|
Opinion of Montgomery, McCracken, Walker & Rhoads, LLP**
|
|||
8.1
|
Opinion of Bryan Cave LLP regarding certain tax matters**
|
|||
12.1
|
Ratio of Earnings to Fixed Charges. †
|
|||
21
|
Subsidiaries of Omega Healthcare Investors, Inc. †
|
|||
23.1
|
Consent of Ernst & Young LLP with respect to Omega Healthcare Investors, Inc. audited financial statements
|
|||
23.3
|
Consent of Bryan Cave LLP (included in Exhibit 5.1) **
|
|||
24
|
Power of Attorney (included on Signature Page)
|
|||
25
|
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of U.S. Bank National Association†
|
|||
99.1
|
Form of Letter of Transmittal relating to 5 7/8% Senior Notes due 2024†
|
|||
99.2
|
Form of Notice of Guaranteed Delivery†
|
|||
99.3
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees†
|
|||
99.4
|
Form of Letter to Clients†
|
|
|
/s/ Mark E. Derwent |
Mark E. Derwent
|
||
Authorized Person
|
MEMBER:
|
|||
Omega Healthcare Investors, Inc., a Maryland corporation | |||
[DATE] | By: | ||
Name: Daniel J. Booth
Title: Chief Operating Officer
|
Name |
Mailing Address
|
Agreed Value of Capital Contribution |
Membership
Interest
|
Omega Healthcare
Investors, Inc. |
200 International Circle
Suite 3500
Hunt Valley, MD 21030
|
$1.00 |
100%
|
OFFICERS
|
TITLE
|
|
|
RATIO OF EARNINGS TO FIXED CHARGES
|
||||||||||||||||||||||||||||
The following table sets forth our ratio of earnings to fixed charges on a reported basis for the periods indicated. Earnings consist of income from continuing operations plus fixed charges. Fixed charges consist of interest expense, amortization of deferred financing costs and costs related to retiring certain debt early. We have calculated the ratio of earnings to fixed charges by adding net income from continuing operations to fixed charges and dividing that sum by such fixed charges.
|
||||||||||||||||||||||||||||
Three Months Ended
|
|||||||||||||||||||||||||||||
Year Ended December 31,
|
March 31,
|
||||||||||||||||||||||||||||
2007
|
2008
|
2009
|
2010
|
2011
|
2011
|
2012
|
|||||||||||||||||||||||
Net Income (loss) from continuing operations
|
$ | 67,598 | $ | 77,691 | $ | 82,111 | $ | 58,436 | $ | 52,606 | $ | (5,913 | ) | $ | 26,084 | ||||||||||||||
Interest Expense (1)
|
44,092 | 39,746 | 39,075 | 90,602 | 86,899 | 20,710 | 30,704 | ||||||||||||||||||||||
Net income (loss) before fixed charges
|
111,690 | 117,437 | 121,186 | 149,038 | 139,505 | 14,797 | 56,788 | ||||||||||||||||||||||
Capitalized interest
|
110 | 160 | 141 | 22 | 139 | 1 | 12 | ||||||||||||||||||||||
Interest expense (1)
|
44,092 | 39,746 | 39,075 | 90,602 | 86,899 | 20,710 | 30,704 | ||||||||||||||||||||||
Total fixed charges
|
44,202 | 39,906 | 39,216 | 90,624 | 87,038 | 20,711 | 30,716 | ||||||||||||||||||||||
Earnings / Fixed Charge Coverage Ratio
|
2.5x | 2.9x | 3.1x | 1.6x | 1.6x | * | 1.8x | ||||||||||||||||||||||
(1) Includes interest refinancing costs and amortization of deferred financing costs. |
Subsidiary
|
Jurisdiction of Incorporation
|
1040 Wedding Ford Road, LLC
|
Arkansas
|
1101 Waterwell Road, LLC
|
Arkansas
|
1149 & 1151 West New Hope Road, LLC
|
Arkansas
|
115 Orendorff Avenue, LLC
|
Arkansas
|
1194 North Chester Street, LLC
|
Arkansas
|
1200 Ely Street Holdings Co. LLC
|
Michigan
|
1401 Park Avenue, LLC
|
Arkansas
|
202 Tims Avenue, LLC
|
Arkansas
|
228 Pointer Trail West, LLC
|
Arkansas
|
2425 Teller Avenue, LLC
|
Colorado
|
2701 Twin Rivers Drive, LLC
|
Arkansas
|
3600 Richards Road, LLC
|
Arkansas
|
42235 County Road Holdings Co. LLC
|
Michigan
|
48 High Point Road, LLC
|
Maryland
|
700 Mark Drive, LLC
|
Arkansas
|
900 Magnolia Road SW, LLC
|
Arkansas
|
Arizona Lessor - Infinia, Inc.
|
Maryland
|
Baldwin Health Center, Inc.
|
Pennsylvania
|
Bayside Alabama Healthcare Second, Inc.
|
Alabama
|
Bayside Arizona Healthcare Associates, Inc.
|
Arizona
|
Bayside Arizona Healthcare Second, Inc.
|
Arizona
|
Bayside Colorado Healthcare Associates, Inc.
|
Colorado
|
Bayside Colorado Healthcare Second, Inc.
|
Colorado
|
Bayside Indiana Healthcare Associates, Inc.
|
Indiana
|
Bayside Street II, Inc.
|
Delaware
|
Bayside Street, Inc.
|
Maryland
|
Canton Health Care Land, Inc.
|
Ohio
|
Carnegie Gardens LLC
|
Delaware
|
Center Healthcare Associates, Inc.
|
Texas
|
CFG 2115 Woodstock Place LLC
|
Delaware
|
Cherry Street – Skilled Nursing, Inc.
|
Texas
|
CHR Bartow LLC
|
Delaware
|
CHR Boca Raton LLC
|
Delaware
|
CHR Bradenton LLC
|
Delaware
|
CHR Cape Coral LLC
|
Delaware
|
CHR Clearwater Highland LLC
|
Delaware
|
CHR Clearwater LLC
|
Delaware
|
CHR Deland East LLC
|
Delaware
|
CHR Deland West LLC
|
Delaware
|
Subsidiary
|
Jurisdiction of Incorporation |
CHR Fort Myers LLC
|
Delaware
|
CHR Fort Walton Beach LLC
|
Delaware
|
CHR Gulfport LLC
|
Delaware
|
CHR Hudson LLC
|
Delaware
|
CHR Lake Wales LLC
|
Delaware
|
CHR Lakeland LLC
|
Delaware
|
CHR Panama City LLC
|
Delaware
|
CHR Pompano Beach Broward LLC
|
Delaware
|
CHR Pompano Beach LLC
|
Delaware
|
CHR Sanford LLC
|
Delaware
|
CHR Sarasota LLC
|
Delaware
|
CHR Spring Hill LLC
|
Delaware
|
CHR St. Pete Abbey LLC
|
Delaware
|
CHR St. Pete Bay LLC
|
Delaware
|
CHR St. Pete Egret LLC
|
Delaware
|
CHR Tampa Carrollwood LLC
|
Delaware
|
CHR Tampa LLC
|
Delaware
|
CHR Tarpon Springs LLC
|
Delaware
|
CHR Titusville LLC
|
Delaware
|
CHR West Palm Beach LLC
|
Delaware
|
Colonial Gardens, LLC
|
Ohio
|
Colorado Lessor - Conifer, Inc.
|
Maryland
|
Copley Health Center, Inc.
|
Ohio
|
CSE Albany LLC
|
Delaware
|
CSE Amarillo LLC
|
Delaware
|
CSE Anchorage LLC
|
Delaware
|
CSE Arden L.P.
|
Delaware
|
CSE Augusta LLC
|
Delaware
|
CSE Bedford LLC
|
Delaware
|
CSE Blountville LLC
|
Delaware
|
CSE Bolivar LLC
|
Delaware
|
CSE Cambridge LLC
|
Delaware
|
CSE Cambridge Realty LLC
|
Delaware
|
CSE Camden LLC
|
Delaware
|
CSE Canton LLC
|
Delaware
|
CSE Casablanca Holdings II LLC
|
Delaware
|
CSE Casablanca Holdings LLC
|
Delaware
|
CSE Cedar Rapids LLC
|
Delaware
|
CSE Centennial Village
|
Delaware
|
CSE Chelmsford LLC
|
Delaware
|
CSE Chesterton LLC
|
Delaware
|
CSE Claremont LLC
|
Delaware
|
CSE Corpus North LLC
|
Delaware
|
Subsidiary
|
Jurisdiction of Incorporation
|
CSE Crane LLC
|
Delaware
|
CSE Denver Iliff LLC
|
Delaware
|
CSE Denver LLC
|
Delaware
|
CSE Douglas LLC
|
Delaware
|
CSE Dumas LLC
|
Delaware
|
CSE Elkton LLC
|
Delaware
|
CSE Elkton Realty LLC
|
Delaware
|
CSE Fairhaven LLC
|
Delaware
|
CSE Fort Wayne LLC
|
Delaware
|
CSE Frankston LLC
|
Delaware
|
CSE Georgetown LLC
|
Delaware
|
CSE Green Bay LLC
|
Delaware
|
CSE Hilliard LLC
|
Delaware
|
CSE Huntingdon LLC
|
Delaware
|
CSE Huntsville LLC
|
Delaware
|
CSE Indianapolis-Continental LLC
|
Delaware
|
CSE Indianapolis-Greenbriar LLC
|
Delaware
|
CSE Jacinto City LLC
|
Delaware
|
CSE Jefferson City LLC
|
Delaware
|
CSE Jeffersonville-Hillcrest Center LLC
|
Delaware
|
CSE Jeffersonville-Jennings House LLC
|
Delaware
|
CSE Kerrville LLC
|
Delaware
|
CSE King L.P.
|
Delaware
|
CSE Kingsport LLC
|
Delaware
|
CSE Knightdale L.P.
|
Delaware
|
CSE Lake City LLC
|
Delaware
|
CSE Lake Worth LLC
|
Delaware
|
CSE Lakewood LLC
|
Delaware
|
CSE Las Vegas LLC
|
Delaware
|
CSE Lawrenceburg LLC
|
Delaware
|
CSE Lenoir L.P.
|
Delaware
|
CSE Lexington Park LLC
|
Delaware
|
CSE Lexington Park Realty LLC
|
Delaware
|
CSE Ligonier LLC
|
Delaware
|
CSE Live Oak LLC
|
Delaware
|
CSE Logansport LLC
|
Delaware
|
CSE Lowell LLC
|
Delaware
|
CSE Marianna Holdings LLC
|
Delaware
|
CSE Memphis LLC
|
Delaware
|
CSE Mobile LLC
|
Delaware
|
CSE Moore LLC
|
Delaware
|
CSE North Carolina Holdings I LLC
|
Delaware
|
CSE North Carolina Holdings II LLC
|
Delaware
|
Subsidiary
|
Jurisdiction of Incorporation
|
CSE Omro LLC
|
Delaware
|
CSE Orange Park LLC
|
Delaware
|
CSE Orlando-Pinar Terrace Manor LLC
|
Delaware
|
CSE Orlando-Terra Vista Rehab LLC
|
Delaware
|
CSE Pennsylvania Holdings
|
Delaware
|
CSE Piggott LLC
|
Delaware
|
CSE Pilot Point LLC
|
Delaware
|
CSE Pine View LLC
|
Delaware
|
CSE Ponca City LLC
|
Delaware
|
CSE Port St. Lucie LLC
|
Delaware
|
CSE Richmond LLC
|
Delaware
|
CSE Ripley LLC
|
Delaware
|
CSE Ripon LLC
|
Delaware
|
CSE Safford LLC
|
Delaware
|
CSE Salina LLC
|
Delaware
|
CSE Seminole LLC
|
Delaware
|
CSE Shawnee LLC
|
Delaware
|
CSE Spring Branch LLC
|
Delaware
|
CSE Stillwater LLC
|
Delaware
|
CSE Taylorsville LLC
|
Delaware
|
CSE Texarkana LLC
|
Delaware
|
CSE Texas City LLC
|
Delaware
|
CSE The Village LLC
|
Delaware
|
CSE Upland LLC
|
Delaware
|
CSE Walnut Cove L.P.
|
Delaware
|
CSE West Point LLC
|
Delaware
|
CSE Whitehouse LLC
|
Delaware
|
CSE Williamsport LLC
|
Delaware
|
CSE Winter Haven LLC
|
Delaware
|
CSE Woodfin L.P.
|
Delaware
|
CSE Yorktown LLC
|
Delaware
|
Dallas – Skilled Nursing, Inc.
|
Texas
|
Delta Investors I, LLC
|
Maryland
|
Delta Investors II, LLC
|
Maryland
|
Desert Lane LLC
|
Delaware
|
Dixie White House Nursing Home, Inc.
|
Mississippi
|
Dixon Health Care Center, Inc.
|
Ohio
|
Florida Lessor – Crystal Springs, Inc.
|
Maryland
|
Florida Lessor – Emerald, Inc.
|
Maryland
|
Florida Lessor – Lakeland, Inc.
|
Maryland
|
Florida Lessor – Meadowview, Inc.
|
Maryland
|
Florida Real Estate Company, LLC
|
Florida
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Maryland
|
Subsidiary
|
Jurisdiction of Incorporation
|
Greenbough, LLC
|
Delaware
|
Hanover House, Inc.
|
Ohio
|
Heritage Texarkana Healthcare Associates, Inc.
|
Texas
|
House of Hanover, Ltd
|
Ohio
|
Hutton I Land, Inc.
|
Ohio
|
Hutton II Land, Inc.
|
Ohio
|
Hutton III Land, Inc.
|
Ohio
|
Indiana Lessor – Jeffersonville, Inc.
|
Maryland
|
Indiana Lessor – Wellington Manor, Inc.
|
Maryland
|
Jefferson Clark, Inc.
|
Maryland
|
LAD I Real Estate Company, LLC
|
Delaware
|
Lake Park – Skilled Nursing, Inc.
|
Texas
|
Leatherman 90-1, Inc.
|
Ohio
|
Leatherman Partnership 89-1, Inc.
|
Ohio
|
Leatherman Partnership 89-2, Inc.
|
Ohio
|
Long Term Care – Michigan, Inc.
|
Michigan
|
Long Term Care – North Carolina, Inc.
|
North Carolina
|
Long Term Care Associates – Illinois, Inc.
|
Illinois
|
Long Term Care Associates – Indiana, Inc.
|
Indiana
|
Long Term Care Associates – Texas, Inc.
|
Texas
|
Meridian Arms Land, Inc.
|
Ohio
|
North Las Vegas LLC
|
Delaware
|
NRS Ventures, L.L.C.
|
Delaware
|
Ocean Springs Nursing Home, Inc.
|
Mississippi
|
OHI (Connecticut), Inc.
|
Connecticut
|
OHI (Florida), Inc.
|
Florida
|
OHI (Illinois), Inc.
|
Illinois
|
OHI (Indiana), Inc.
|
Indiana
|
OHI (Iowa), Inc.
|
Iowa
|
OHI (Kansas), Inc.
|
Kansas
|
OHI Acquisition Co I, LLC
|
Delaware
|
OHI Asset (CA), LLC
|
Delaware
|
OHI Asset (CO), LLC
|
Delaware
|
OHI Asset (CT) DIP, LLC
|
Delaware
|
OHI Asset (CT) Lender, LLC
|
Delaware
|
OHI Asset (FL) Lender, LLC
|
Delaware
|
OHI Asset (FL), LLC
|
Delaware
|
OHI Asset (ID), LLC
|
Delaware
|
OHI Asset (IL), LLC
|
Delaware
|
OHI Asset (IN) Greensburg, LLC
|
Delaware
|
OHI Asset (IN) Indianapolis, LLC
|
Delaware
|
OHI Asset (IN) Wabash, LLC
|
Delaware
|
OHI Asset (IN) Westfield, LLC
|
Delaware
|
Subsidiary
|
Jurisdiction of Incorporation
|
OHI Asset (IN), LLC
|
Delaware
|
OHI Asset (LA), LLC
|
Delaware
|
OHI Asset (MD), LLC
|
Delaware
|
OHI Asset (MI), LLC
|
Delaware
|
OHI Asset (MI/NC), LLC
|
Delaware
|
OHI Asset (MO), LLC
|
Delaware
|
OHI Asset (OH) Lender, LLC
|
Delaware
|
OHI Asset (OH) New Philadelphia, LLC
|
Delaware
|
OHI Asset (OH), LLC
|
Delaware
|
OHI Asset (PA) Trust
|
Maryland
|
OHI Asset (PA), LLC
|
Delaware
|
OHI Asset (SMS) Lender, Inc.
|
Maryland
|
OHI Asset (TX) Paris, LLC
|
Delaware
|
OHI Asset (TX), LLC
|
Delaware
|
OHI Asset CSB LLC
|
Delaware
|
OHI Asset CSE – E, LLC
|
Delaware
|
OHI Asset CSE – U, LLC
|
Delaware
|
OHI Asset Essex (OH), LLC
|
Delaware
|
OHI Asset HUD CFG, LLC
|
Delaware
|
OHI Asset HUD Delta, LLC
|
Delaware
|
OHI Asset HUD H-F, LLC
|
Delaware
|
OHI Asset HUD SF, LLC
|
Delaware
|
OHI Asset HUD WO, LLC
|
Delaware
|
OHI Asset II (CA), LLC
|
Delaware
|
OHI Asset II (FL), LLC
|
Delaware
|
OHI Asset II (PA) Trust
|
Maryland
|
OHI Asset III (PA) Trust
|
Maryland
|
OHI Asset IV (PA) Silver Lake Trust
|
Maryland
|
OHI Asset, LLC
|
Delaware
|
OHI of Texas, Inc.
|
Maryland
|
OHI Sunshine, Inc.
|
Florida
|
OHI Tennessee, Inc.
|
Maryland
|
OHIMA, Inc.
|
Massachusetts
|
Omega (Kansas), Inc.
|
Kansas
|
Omega TRS I, Inc.
|
Maryland
|
Orange Village Care Center, Inc.
|
Ohio
|
OS Leasing Company
|
Kentucky
|
Panama City Nursing Center LLC
|
Delaware
|
Parkview – Skilled Nursing, Inc.
|
Texas
|
Pavillion North Partners, Inc.
|
Pennsylvania
|
Pavillion North, LLP
|
Pennsylvania
|
Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
Pensacola Real-Estate Holdings I, Inc.
|
Florida
|
Subsidiary
|
Jurisdiction of Incorporation
|
Pensacola Real-Estate Holdings II, Inc.
|
Florida
|
Pensacola Real-Estate Holdings III, Inc.
|
Florida
|
Pensacola Real-Estate Holdings IV, Inc.
|
Florida
|
Pensacola Real-Estate Holdings V, Inc.
|
Florida
|
Pine Texarkana Healthcare Associates, Inc.
|
Texas
|
PV Realty-Clinton, LLC
|
Maryland
|
PV Realty-Holly Hill, LLC
|
Maryland
|
PV Realty-Kensington, LLC
|
Maryland
|
PV Realty-Willow Tree, LLC
|
Maryland
|
Reunion Texarkana Healthcare Associates, Inc.
|
Texas
|
San Augustine Healthcare Associates, Inc.
|
Texas
|
Skilled Nursing – Gaston, Inc.
|
Indiana
|
Skilled Nursing – Herrin, Inc.
|
Illinois
|
Skilled Nursing – Hicksville, Inc.
|
Ohio
|
Skilled Nursing – Paris, Inc.
|
Illinois
|
Skyler Boyington, Inc.
|
Mississippi
|
Skyler Florida, Inc.
|
Mississippi
|
Skyler Maitland LLC
|
Delaware
|
Skyler Pensacola, Inc.
|
Florida
|
SLC Property Investors, LLC
|
Delaware
|
South Athens Healthcare Associates, Inc.
|
Texas
|
St. Mary’s Properties, Inc.
|
Ohio
|
Sterling Acquisition Corp.
|
Kentucky
|
Sterling Acquisition Corp. II
|
Kentucky
|
Suwanee, LLC
|
Delaware
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
Texas Lessor – Stonegate, LP
|
Maryland
|
Texas Lessor – Treemont, Inc.
|
Maryland
|
The Suburban Pavilion, Inc.
|
Ohio
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
Waxahachie Healthcare Associates, Inc.
|
Texas
|
West Athens Healthcare Associates, Inc.
|
Texas
|
Wilcare, LLC
|
Ohio
|
800 Nicollet Mall
Minneapolis, Minnesota
|
55402
|
(Address of principal executive offices)
|
(Zip Code)
|
Maryland
(State or other jurisdiction of
incorporation or organization)
|
38-3041398
(I.R.S. Employer Identification No.)
|
200 International Circle, Suite 3500
Hunt Valley, Maryland
(Address of principal executive offices)
|
21030
(Zip code)
|
Exact name of registrant as
specified in its charter (1)
|
State or other
jurisdiction of formation |
I.R.S. Employer
Identification No. |
Arizona Lessor - Infinia, Inc.
|
Maryland
|
32-0008074
|
Baldwin Health Center, Inc.
|
Pennsylvania
|
25-1495708
|
Bayside Alabama Healthcare Second, Inc.
|
Alabama
|
38-3517839
|
Bayside Arizona Healthcare Associates, Inc.
|
Arizona
|
38-3518309
|
Bayside Arizona Healthcare Second, Inc.
|
Arizona
|
38-3520329
|
Bayside Colorado Healthcare Associates, Inc.
|
Colorado
|
38-3517837
|
Bayside Colorado Healthcare Second, Inc.
|
Colorado
|
38-3520325
|
Bayside Indiana Healthcare Associates, Inc.
|
Indiana
|
38-3517842
|
Bayside Street II, Inc.
|
Delaware
|
38-3519969
|
Bayside Street, Inc.
|
Maryland
|
38-3160026
|
Canton Health Care Land, Inc.
|
Ohio
|
20-1914579
|
Carnegie Gardens LLC
|
Delaware
|
20-2442381
|
Center Healthcare Associates, Inc.
|
Texas
|
38-3517844
|
Cherry Street – Skilled Nursing, Inc.
|
Texas
|
38-3592148
|
Colonial Gardens, LLC
|
Ohio
|
26-0110549
|
Colorado Lessor - Conifer, Inc.
|
Maryland
|
32-0008069
|
Copley Health Center, Inc.
|
Ohio
|
34-1473010
|
CSE Albany LLC
|
Delaware
|
20-5885886
|
CSE Amarillo LLC
|
Delaware
|
20-5862752
|
CSE Anchorage LLC
|
Delaware
|
26-1866499
|
CSE Arden L.P.
|
Delaware
|
20-5888680
|
CSE Augusta LLC
|
Delaware
|
20-5885921
|
CSE Bedford LLC
|
Delaware
|
20-5886082
|
CSE Blountville LLC
|
Delaware
|
20-8295288
|
CSE Bolivar LLC
|
Delaware
|
20-8295024
|
CSE Cambridge LLC
|
Delaware
|
20-5886976
|
CSE Cambridge Realty LLC
|
Delaware
|
20-5959318
|
CSE Camden LLC
|
Delaware
|
20-8295066
|
CSE Canton LLC
|
Delaware
|
20-5887312
|
CSE Casablanca Holdings II LLC
|
Delaware
|
26-0595183
|
CSE Casablanca Holdings LLC
|
Delaware
|
20-8724466
|
CSE Cedar Rapids LLC
|
Delaware
|
20-5884941
|
CSE Centennial Village
|
Delaware
|
20-6974959
|
CSE Chelmsford LLC
|
Delaware
|
20-5920451
|
CSE Chesterton LLC
|
Delaware
|
20-5885195
|
CSE Claremont LLC
|
Delaware
|
20-5883891
|
CSE Corpus North LLC
|
Delaware
|
20-5186415
|
CSE Crane LLC
|
Delaware
|
20-8684704
|
CSE Denver Iliff LLC
|
Delaware
|
20-8037772
|
CSE Denver LLC
|
Delaware
|
20-5884311
|
CSE Douglas LLC
|
Delaware
|
20-5883761
|
CSE Dumas LLC
|
Delaware
|
20-5883692
|
CSE Elkton LLC
|
Delaware
|
20-5887006
|
CSE Elkton Realty LLC
|
Delaware
|
20-5959253
|
CSE Fairhaven LLC
|
Delaware
|
20-8281491
|
CSE Fort Wayne LLC
|
Delaware
|
20-5885125
|
CSE Frankston LLC
|
Delaware
|
20-5862947
|
Exact name of registrant as
specified in its charter (1)
|
State or other
jurisdiction of formation |
I.R.S. Employer
Identification No. |
CSE Georgetown LLC
|
Delaware
|
20-5886126
|
CSE Green Bay LLC
|
Delaware
|
20-5888029
|
CSE Hilliard LLC
|
Delaware
|
20-5887347
|
CSE Huntingdon LLC
|
Delaware
|
20-8295191
|
CSE Huntsville LLC
|
Delaware
|
20-5887764
|
CSE Indianapolis-Continental LLC
|
Delaware
|
20-5885046
|
CSE Indianapolis-Greenbriar LLC
|
Delaware
|
20-5885096
|
CSE Jacinto City LLC
|
Delaware
|
20-5186519
|
CSE Jefferson City LLC
|
Delaware
|
20-8295101
|
CSE Jeffersonville-Hillcrest Center LLC
|
Delaware
|
20-5885261
|
CSE Jeffersonville-Jennings House LLC
|
Delaware
|
20-5885346
|
CSE Kerrville LLC
|
Delaware
|
20-8684872
|
CSE King L.P.
|
Delaware
|
20-5888725
|
CSE Kingsport LLC
|
Delaware
|
20-5887736
|
CSE Knightdale L.P.
|
Delaware
|
20-5888653
|
CSE Lake City LLC
|
Delaware
|
20-5863259
|
CSE Lake Worth LLC
|
Delaware
|
20-5863173
|
CSE Lakewood LLC
|
Delaware
|
20-5884352
|
CSE Las Vegas LLC
|
Delaware
|
20-5887216
|
CSE Lawrenceburg LLC
|
Delaware
|
20-5887802
|
CSE Lenoir L.P.
|
Delaware
|
20-5888528
|
CSE Lexington Park LLC
|
Delaware
|
20-5886951
|
CSE Lexington Park Realty LLC
|
Delaware
|
20-5959280
|
CSE Ligonier LLC
|
Delaware
|
20-5885484
|
CSE Live Oak LLC
|
Delaware
|
20-5863086
|
CSE Logansport LLC
|
Delaware
|
20-5885583
|
CSE Lowell LLC
|
Delaware
|
20-5885381
|
CSE Marianna Holdings LLC
|
Delaware
|
20-1411422
|
CSE Memphis LLC
|
Delaware
|
20-8295130
|
CSE Mobile LLC
|
Delaware
|
20-5883572
|
CSE Moore LLC
|
Delaware
|
20-5887574
|
CSE North Carolina Holdings I LLC
|
Delaware
|
20-5888397
|
CSE North Carolina Holdings II LLC
|
Delaware
|
20-5888430
|
CSE Omro LLC
|
Delaware
|
20-5887998
|
CSE Orange Park LLC
|
Delaware
|
20-5863371
|
CSE Orlando-Pinar Terrace Manor LLC
|
Delaware
|
20-5863043
|
CSE Orlando-Terra Vista Rehab LLC
|
Delaware
|
20-5863223
|
CSE Pennsylvania Holdings
|
Delaware
|
20-6974946
|
CSE Piggott LLC
|
Delaware
|
20-5883659
|
CSE Pilot Point LLC
|
Delaware
|
20-5862827
|
CSE Ponca City LLC
|
Delaware
|
20-5887495
|
CSE Port St. Lucie LLC
|
Delaware
|
20-5863294
|
CSE Richmond LLC
|
Delaware
|
20-5885427
|
CSE Ripley LLC
|
Delaware
|
20-8295238
|
CSE Ripon LLC
|
Delaware
|
26-0480886
|
CSE Safford LLC
|
Delaware
|
20-5883807
|
CSE Salina LLC
|
Delaware
|
20-5885669
|
CSE Seminole LLC
|
Delaware
|
20-5887615
|
CSE Shawnee LLC
|
Delaware
|
20-5887524
|
CSE Spring Branch LLC
|
Delaware
|
20-5186484
|
CSE Stillwater LLC
|
Delaware
|
20-5887548
|
Exact name of registrant as
specified in its charter (1)
|
State or other
jurisdiction of formation |
I.R.S. Employer
Identification No. |
CSE Taylorsville LLC
|
Delaware
|
20-5886196
|
CSE Texarkana LLC
|
Delaware
|
20-5862880
|
CSE Texas City LLC
|
Delaware
|
20-5862791
|
CSE The Village LLC
|
Delaware
|
20-5186550
|
CSE Upland LLC
|
Delaware
|
20-5891148
|
CSE Walnut Cove L.P.
|
Delaware
|
20-5888502
|
CSE West Point LLC
|
Delaware
|
20-5887119
|
CSE Whitehouse LLC
|
Delaware
|
20-8294979
|
CSE Williamsport LLC
|
Delaware
|
26-0480953
|
CSE Winter Haven LLC
|
Delaware
|
20-5863327
|
CSE Woodfin L.P.
|
Delaware
|
20-5888619
|
CSE Yorktown LLC
|
Delaware
|
20-5885163
|
Dallas – Skilled Nursing, Inc.
|
Texas
|
38-3592151
|
Delta Investors I, LLC
|
Maryland
|
54-2112455
|
Delta Investors II, LLC
|
Maryland
|
54-2112456
|
Desert Lane LLC
|
Delaware
|
20-3098022
|
Dixon Health Care Center, Inc.
|
Ohio
|
34-1509772
|
Florida Lessor – Crystal Springs, Inc.
|
Maryland
|
75-3116533
|
Florida Lessor – Emerald, Inc.
|
Maryland
|
22-3872569
|
Florida Lessor – Lakeland, Inc.
|
Maryland
|
22-3872564
|
Florida Lessor – Meadowview, Inc.
|
Maryland
|
56-2398721
|
Florida Real Estate Company, LLC
|
Florida
|
20-1458431
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Maryland
|
16-1650494
|
Greenbough, LLC
|
Delaware
|
27-0258266
|
Hanover House, Inc.
|
Ohio
|
34-1125264
|
Heritage Texarkana Healthcare Associates, Inc.
|
Texas
|
38-3517861
|
House of Hanover, Ltd
|
Ohio
|
34-6691713
|
Hutton I Land, Inc.
|
Ohio
|
20-1914403
|
Hutton II Land, Inc.
|
Ohio
|
20-1914470
|
Hutton III Land, Inc.
|
Ohio
|
20-1914529
|
Indiana Lessor – Jeffersonville, Inc.
|
Maryland
|
22-3872575
|
Indiana Lessor – Wellington Manor, Inc.
|
Maryland
|
32-0008064
|
Jefferson Clark, Inc.
|
Maryland
|
38-3433390
|
LAD I Real Estate Company, LLC
|
Delaware
|
20-1454154
|
Lake Park – Skilled Nursing, Inc.
|
Texas
|
38-3592152
|
Leatherman 90-1, Inc.
|
Ohio
|
20-1914625
|
Leatherman Partnership 89-1, Inc.
|
Ohio
|
34-1656489
|
Leatherman Partnership 89-2, Inc.
|
Ohio
|
34-1656491
|
Long Term Care – Michigan, Inc.
|
Michigan
|
04-3833330
|
Long Term Care – North Carolina, Inc.
|
North Carolina
|
04-3833335
|
Long Term Care Associates – Illinois, Inc.
|
Illinois
|
38-3592159
|
Long Term Care Associates – Indiana, Inc.
|
Indiana
|
38-3592160
|
Long Term Care Associates – Texas, Inc.
|
Texas
|
38-3592142
|
Meridian Arms Land, Inc.
|
Ohio
|
20-1914864
|
North Las Vegas LLC
|
Delaware
|
20-3098036
|
NRS Ventures, L.L.C.
|
Delaware
|
38-4236118
|
OHI (Connecticut), Inc.
|
Connecticut
|
06-1552120
|
OHI (Florida), Inc.
|
Florida
|
65-0523484
|
OHI (Illinois), Inc.
|
Illinois
|
37-1332375
|
OHI (Indiana), Inc.
|
Indiana
|
38-3568359
|
OHI (Iowa), Inc.
|
Iowa
|
38-3377918
|
Exact name of registrant as
specified in its charter (1)
|
State or other
jurisdiction of formation |
I.R.S. Employer
Identification No. |
OHI (Kansas), Inc.
|
Kansas
|
48-1156047
|
OHI Asset (CA), LLC
|
Delaware
|
04-3759925
|
OHI Asset (CO), LLC
|
Delaware
|
84-1706510
|
OHI Asset (CT) Lender, LLC
|
Delaware
|
75-3205111
|
OHI Asset (FL), LLC
|
Delaware
|
13-4225158
|
OHI Asset (FL) Lender, LLC
|
Delaware
|
27-4450390
|
OHI Asset (ID), LLC
|
Delaware
|
04-3759931
|
OHI Asset (IL), LLC
|
Delaware
|
14-1951802
|
OHI Asset (IN), LLC
|
Delaware
|
04-3759933
|
OHI Asset (IN) Greensburg, LLC
|
Delaware
|
38-3879137
|
OHI Asset (IN) Indianapolis, LLC
|
Delaware
|
36-4736441
|
OHI Asset (IN) Wabash, LLC
|
Delaware
|
38-3879151
|
OHI Asset (IN) Westfield, LLC
|
Delaware
|
32-0381277
|
OHI Asset (LA), LLC
|
Delaware
|
04-3759935
|
OHI Asset (MD), LLC
|
Delaware
|
45-2611748
|
OHI Asset (MI), LLC
|
Delaware
|
27-3378345
|
OHI Asset (MI/NC), LLC
|
Delaware
|
04-3759928
|
OHI Asset (MO), LLC
|
Delaware
|
04-3759939
|
OHI Asset (OH) Lender, LLC
|
Delaware
|
51-0529744
|
OHI Asset (OH) New Philadelphia, LLC
|
Delaware
|
51-0529741
|
OHI Asset (OH), LLC
|
Delaware
|
04-3759938
|
OHI Asset (PA) Trust
|
Maryland
|
54-6643405
|
OHI Asset (PA), LLC
|
Delaware
|
90-0137715
|
OHI Asset (SMS) Lender, Inc.
|
Maryland
|
33-1067711
|
OHI Asset (TX), LLC
|
Delaware
|
04-3759927
|
OHI Asset CSB LLC
|
Delaware
|
27-2820083
|
OHI Asset CSE – E, LLC
|
Delaware
|
27-1675861
|
OHI Asset CSE – U, LLC
|
Delaware
|
27-1675768
|
OHI Asset Essex (OH), LLC
|
Delaware
|
83-0379722
|
OHI Asset HUD SF, LLC
|
Delaware
|
80-0830116
|
OHI Asset HUD WO, LLC
|
Delaware
|
45-2379675
|
OHI Asset II (CA), LLC
|
Delaware
|
20-1000879
|
OHI Asset II (FL), LLC
|
Delaware
|
27-1813906
|
OHI Asset II (PA) Trust
|
Maryland
|
84-6390330
|
OHI Asset III (PA) Trust
|
Maryland
|
84-6390331
|
OHI Asset IV (PA) Silver Lake Trust
|
Maryland
|
80-6146794
|
OHI Asset, LLC
|
Delaware
|
32-0079270
|
OHI of Texas, Inc.
|
Maryland
|
38-3506136
|
OHI Sunshine, Inc.
|
Florida
|
82-0558471
|
OHI Tennessee, Inc.
|
Maryland
|
38-3509157
|
OHIMA, Inc.
|
Massachusetts
|
06-1552118
|
Omega (Kansas), Inc.
|
Kansas
|
32-0142534
|
Omega TRS I, Inc.
|
Maryland
|
38-3587540
|
Orange Village Care Center, Inc.
|
Ohio
|
34-1321728
|
OS Leasing Company
|
Kentucky
|
38-3221641
|
Panama City Nursing Center LLC
|
Delaware
|
20-2568041
|
Parkview – Skilled Nursing, Inc.
|
Texas
|
38-3592157
|
Pavillion North Partners, Inc.
|
Pennsylvania
|
20-2597892
|
Pavillion North, LLP
|
Pennsylvania
|
75-3202956
|
Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
25-1222652
|
Pine Texarkana Healthcare Associates, Inc.
|
Texas
|
38-3517864
|
Exact name of registrant as
specified in its charter (1)
|
State or other
jurisdiction of formation |
I.R.S. Employer
Identification No. |
Reunion Texarkana Healthcare Associates, Inc.
|
Texas
|
38-3517865
|
San Augustine Healthcare Associates, Inc.
|
Texas
|
38-3517866
|
Skilled Nursing – Gaston, Inc.
|
Indiana
|
38-3592171
|
Skilled Nursing – Herrin, Inc.
|
Illinois
|
38-3592162
|
Skilled Nursing – Hicksville, Inc.
|
Ohio
|
38-3592172
|
Skilled Nursing – Paris, Inc.
|
Illinois
|
38-3592165
|
Skyler Maitland LLC
|
Delaware
|
20-3888672
|
South Athens Healthcare Associates, Inc.
|
Texas
|
38-3517880
|
St. Mary’s Properties, Inc.
|
Ohio
|
20-1914905
|
Sterling Acquisition Corp.
|
Kentucky
|
38-3207992
|
Sterling Acquisition Corp. II
|
Kentucky
|
38-3207991
|
Suwanee, LLC
|
Delaware
|
20-5223977
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
32-0008071
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
32-0008072
|
Texas Lessor – Stonegate, LP
|
Maryland
|
32-0008073
|
Texas Lessor – Treemont, Inc.
|
Maryland
|
16-1650495
|
The Suburban Pavilion, Inc.
|
Ohio
|
34-1035431
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
56-2386887
|
Waxahachie Healthcare Associates, Inc.
|
Texas
|
38-3517884
|
West Athens Healthcare Associates, Inc.
|
Texas
|
38-3517886
|
Wilcare, LLC
|
Ohio
|
26-0110550
|
Item 1.
|
GENERAL INFORMATION. Furnish the following information as to the Trustee. | |||||
a)
|
Name and address of each examining or supervising authority to which it is subject. | |||||
Comptroller of the Currency | ||||||
Washington, D.C. | ||||||
b)
|
Whether it is authorized to exercise corporate trust powers. | |||||
Yes | ||||||
Item 2.
|
AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. | |||||
None | ||||||
Items 3-15
|
Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. | |||||
Item 16.
|
LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. | |||||
1.
|
A copy of the Articles of Association of the Trustee.* | |||||
2.
|
A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. | |||||
3.
|
A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. | |||||
4.
|
A copy of the existing bylaws of the Trustee.** | |||||
5.
|
A copy of each Indenture referred to in Item 4. Not applicable. | |||||
6.
|
The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. | |||||
7.
|
Report of Condition of the Trustee as of December 31, 2011 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. | |||||
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005. | ||||||
** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010. |
By: | /s/ Paul Henderson | ||
Paul Henderson | |||
Assistant Vice President |
Comptroller of the Currency
|
|
Administrator of National Banks
|
|
Washington, DC 20219
|
|
CERTIFICATE OF CORPORATE EXISTENCE
|
|
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
|
|
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
|
|
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this Certificate.
|
IN TESTIMONY WHERE OF, I have
hereunto subscribed my name and caused
my seal of office to be affixed to these
presents at the Treasury Department, in the
City of Washington and District of
Columbia, this September 9, 2010.
|
|||
/s/ John Walsh | |||
Acting Comptroller of the Currency
|
|
Comptroller of the Currency
|
|
Administrator of National Banks
|
|
Washington, DC 20219
|
|
CERTIFICATE OF FIDUCIARY POWERS
|
|
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
|
|
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations.
|
|
2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
|
IN TESTIMONY WHERE OF, I have
hereunto subscribed my name and caused
my seal of office to be affixed to these
presents at the Treasury Department, in the
City of Washington and District of
Columbia, this September 9, 2010.
|
|||
/s/ John Walsh | |||
Acting Comptroller of the Currency
|
|
By: | /S/ Paul Henderson | ||
Paul Henderson | |||
Assistant Vice President |
Exhibit 7
|
U.S. Bank National Association
|
Statement of Financial Condition
|
As of 12/31/2011
|
($000’s)
|
12/31/2011
|
||||
Assets
|
||||
Cash and Balances Due From Depository Institutions
|
$ | 13,960,499 | ||
Securities
|
69,485,200 | |||
Federal Funds
|
11,887 | |||
Loans & Lease Financing Receivables
|
204,182,862 | |||
Fixed Assets
|
5,472,961 | |||
Intangible Assets
|
12,446,662 | |||
Other Assets
|
24,910,739 | |||
Total Assets
|
$ | 330,470,810 | ||
Liabilities
|
||||
Deposits
|
$ | 236,091,541 | ||
Fed Funds
|
7,936,151 | |||
Treasury Demand Notes
|
0 | |||
Trading Liabilities
|
377,634 | |||
Other Borrowed Money
|
34,507,710 | |||
Acceptances
|
0 | |||
Subordinated Notes and Debentures
|
5,945,617 | |||
Other Liabilities
|
10,944,902 | |||
Total Liabilities
|
$ | 295,803,555 | ||
Equity
|
||||
Minority Interest in Subsidiaries
|
$ | 1,926,211 | ||
Common and Preferred Stock
|
18,200 | |||
Surplus
|
14,133,323 | |||
Undivided Profits
|
18,589,521 | |||
Total Equity Capital
|
$ | 34,667,255 | ||
Total Liabilities and Equity Capital
|
$ | 330,470,810 |
The exchange offer will expire at 5:00 p.m., New York City time, on , 2012, unless we extend the offer. Tenders may be withdrawn at any time prior to the expiration of the exchange offer.
|
DESCRIPTION OF INITIAL NOTES
|
|||||
Name(s) and Address(es) of Record
Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Notes are Held (Please fill in, if blank) |
Certificate Number(s)*
|
Aggregate
Principal Amount Represented |
Principal Amount
Tendered** |
||
Total Principal Amount:
|
|||||
* Need not be completed if exchange notes are being tendered by book-entry transfer.
|
|||||
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the exchange notes represented by the exchange notes indicated in the second column. See Instruction 4. Exchange notes tendered hereby must be in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
|
o CHECK HERE IF CERTIFICATES REPRESENTING TENDERED NOTES ARE ENCLOSED HEREWITH.
|
||
o CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING:
|
Name of Tendering Institution
|
DTC Account Number
|
Transaction Code Number
|
Date Tendered
|
o CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):
|
Name(s) of Registered Holder(s)
|
Window Ticket Number (if any)
|
Date of Execution of Notice of Guaranteed Delivery
|
Name of Eligible Institution which Guaranteed Delivery
|
If Guaranteed Delivery is to be Made by Book-Entry Transfer:
|
Name of Tendering Institution
|
DTC Account Number
|
Transaction Code Number
|
o CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.*
|
Name
|
Address
|
|
*You are entitled to as many copies as you reasonably believe necessary. If you require more than 10 copies, please indicate the total number required in the following space: ________.
|
PLEASE SIGN HERE
|
|||
(Please Complete Substitute Form W-9 on Page 14 or a Form W-8; See Instruction 10)
|
|||
Signature(s) of Holder(s)
|
Date:
|
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on certificate(s) for the initial notes tendered or on a security position listing or by person(s) authorized to become the registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 6.)
|
|||
Name(s):
|
|||
(Please Print) |
Capacity (full title):
|
Address:
|
|
|||
Area Code and Telephone No.:
|
Taxpayer Identification Number:
|
GUARANTEE OF SIGNATURE(S)
|
|||
(Only If Required - See Instruction 2)
|
|||
Authorized Signature:
|
Name:
|
|||
(Please Print) |
Title:
|
Name of Firm:
|
Address:
|
|
|||
Area Code and Telephone No.:
|
Date:
|
|||
SPECIAL ISSUANCE INSTRUCTIONS
|
||||
(Signature Guarantee Required—See Instructions 2, 7 and 14)
|
||||
TO BE COMPLETED ONLY if exchange notes or initial notes not tendered or not accepted are to be issued in the name of someone other than the registered holder(s) of the initial notes whose signature(s) appear(s) above, or if initial notes delivered by book-entry transfer and not accepted for exchange are to be returned for credit to an account maintained at DTC other than the account indicated above.
|
||||
Issue (check appropriate box(es))
|
||||
o
|
Initial notes to:
|
|||
o
|
Exchange notes to:
|
|||
Name
|
||||
(Please Print)
|
Address
|
|||
|
|||
(Zip Code) |
Taxpayer Identification No.
|
|||
SPECIAL DELIVERY INSTRUCTIONS
|
||||
(Signature Guarantee Required—See Instructions 2, 7 and 14)
|
||||
TO BE COMPLETED ONLY if exchange notes or initial notes not tendered or not accepted are to be sent to someone other than the registered holder(s) of the initial notes whose signature(s) appear(s) above, or to such registered holder at an address other than that shown above.
|
||||
Deliver (check appropriate box(es))
|
||||
o
|
Initial notes to:
|
|||
o
|
Exchange notes to:
|
|||
Name
|
||||
(Please Print)
|
Address
|
|||
|
|||
(Zip Code) |
Substitute Form W-9 Payer’s Request for Taxpayer Identification Number (TIN)
|
||||||||||||
Part 1 ─ PLEASE PROVIDE YOUR TIN IN THE APPROPRIATE SPACE TO THE
RIGHT AND CERTIFY BY SIGNING AND DATING BELOW |
Social security number or
|
|||||||||||
/ /
|
||||||||||||
Payee’s Name and Address:
|
Employer identification number
|
|||||||||||
--
|
||||||||||||
Part 2 ─ Certification ─ Under penalties of perjury, I certify that:
|
||||||||||||
(1)
|
The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), and
|
|||||||||||
(2)
|
I am not subject to backup withholding because (i) I am exempt from backup withholding, (ii) I have not been notified by the Internal Revenue Service, or the IRS, that I am subject to backup withholding as a result of failure to report all interest or dividends, or (iii) the IRS has notified me that I am no longer subject to backup withholding, and
|
|||||||||||
(3)
|
I am a U.S. person (including a U.S. resident alien).
|
|||||||||||
Certificate Instructions ─ You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. However, if after being notified by the IRS that you are subject to backup withholding you received a notification from the IRS stating that you are no longer subject to backup withholding, do not cross out item (2).
|
||||||||||||
Date
|
||||||||||||
Signature
|
(include year)
|
|||||||||||
Name (Please Print)
|
||||||||||||
Part 3 -- Awaiting TIN o
|
Part 4 – Exempt from backup withholding o
|
I certify under penalties of perjury that a taxpayer identification number has not been issued to me and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number within 60 days, all reportable payments made to me thereafter will be subject to backup withholding tax until I provide a number.
|
||||
Date
|
|
|||
Signature | (include year) | |||
Name (Please Print) |
For this type of account:
|
Give the NAME
and SOCIAL SECURITY
NUMBER or EMPLOYER
IDENTIFICATION
NUMBER of----
|
For this type of account:
|
Give the NAME
And EMPLOYER
IDENTIFICATION
NUMBER of----
|
|||
1. Individual
|
The individual
|
6. A valid trust, estate, or pension
trust
|
Legal entity (4)
|
|||
2. Two or more individuals (joint
account)
|
The actual owner of the
account or, if combined funds,
the first individual on the
account (1)
|
7. Corporation or LLC electing
corporate status on Form 8832
|
The corporation
|
|||
3. Custodian account of a minor
(Uniform Gift to Minors Act)
|
The minor (2)
|
8. Association, club, religious,
charitable, educational or other
tax-exempt organization
|
The organization
|
|||
4. a. The usual revocable savings
trust (grantor is also trustee)
|
The grantor-trustee (1)
|
9. Partnership or
multi-member LLC
|
The partnership or
LLC
|
|||
b. The so-called trust account that is not a legal or valid trust under State law
|
The actual owner (1)
|
|||||
5. Sole proprietorship or
single-owner LLC
|
The owner (3)
|
10. A broker or registered nominee
|
The broker or nominee
|
(1)
|
List first and circle the name of the person whose SSN you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
|
(2)
|
Circle the minor’s name and furnish the minor’s SSN.
|
(3)
|
You must show your individual name and you may also enter your business or “doing business as” name. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, the Internal Revenue Service encourages you to use your SSN.
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(4)
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List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title).
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NOTE:
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If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
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(1)
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An organization exempt from tax under section 501(a), or an individual retirement plan, or IRA, or a custodial account under section 403(b)(7), if the account satisfies the requirements of section 401(f)(2).
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(2)
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The United States or any of its agencies or instrumentalities.
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(3)
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A state, the District of Columbia, a possession of the United States, or any of their subdivisions or instrumentalities.
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(4)
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A foreign government, a political subdivision of a foreign government, or any of their agencies or instrumentalities.
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(5)
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An international organization or any of its agencies or instrumentalities.
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(6)
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A corporation.
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(7)
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A foreign central bank of issue.
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(8)
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A dealer in securities or commodities registered in the United States, the District of Columbia, or a possession of the United States.
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(9)
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A futures commission merchant registered with the Commodity Futures Trading Commission.
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(10)
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A real estate investment trust.
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(11)
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An entity registered at all times during the tax year under the Investment Company Act of 1940.
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(12)
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A common trust fund operated by a bank under section 584(a).
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(13)
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A financial institution.
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(14)
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A middleman known in the investment community as a nominee or custodian.
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(15)
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An exempt charitable remainder trust, or a non-exempt trust described in section 4947.
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By Mail, Hand or Courier:
Corporate Trust Services 60 Livingston Avenue St. Paul, MN 55107 Attention: Specialty Finance Group Reference: Omega Healthcare Investors, Inc. |
By Facsimile:
(615) 495-8158 Attention: Specialty Finance Group
Reference: Omega Healthcare
Investors, Inc. |
For Information or Confirmation by
Telephone: (800) 934-6802 |
The exchange offer will expire at 5:00 p.m., New York City time, on , 2012, unless we extend the offer. Tenders may be withdrawn at any time prior to the expiration of the exchange offer.
|
Aggregate Principal Amount Tendered*
|
|||||||
Name of Registered Holder(s)
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|||||||
Certificate No(s). (if available)
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|||||||
Total Principal Amount Represented by Initial Note Certificate(s)
|
|||||||
If initial notes will be tendered by book-entry transfer, provide the following information:
|
|||||||
DTC Account Number:
|
|||||||
Date:
|
|||||||
*Must be in denominations of U.S. $2,000 and any integral multiple of $1,000.
|
|||||||
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.
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PLEASE SIGN AND COMPLETE
|
||||||||
Signature of Registered Holder(s) or Authorized Signatory:
|
||||||||
Name(s) of Registered Holder(s):
|
||||||||
Date:
|
||||||||
Address:
|
|
|||||||
Area Code and Telephone No.:
|
||||||||
The notice of guaranteed delivery must be signed by the holder(s) of the initial notes exactly as their name(s) appear on certificates for the initial notes or on a security position listing as the owner of the initial notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, that person must provide the following information, and unless waived by Omega, provide proper evidence satisfactory to Omega of such person’s authority to act.
|
||||||||
Please print name(s) and address(es)
|
||||||||
Name(s): |
|
|||||||
Capacity:
|
||||||||
Address(es):
|
|
|||||||
GUARANTEE OF DELIVERY
|
||||||||
(not to be used for signature guarantees)
|
||||||||
The undersigned, a firm that is a member of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., a bank, trust company or other nominee having an office or correspondent in the United States or another eligible guarantor institution (as defined in the prospectus), hereby guarantees to deliver to the exchange agent, at one of its addresses set forth above, the letter of transmittal, together with the initial notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such initial notes to the exchange agent’s account at DTC, pursuant to the procedures for book-entry transfer set forth in the prospectus, together with any other documents required by the letter of transmittal, within three trading days for the New York Stock Exchange after the date of execution of this notice of guaranteed delivery.
|
||||||||
The undersigned acknowledges that (1) it must deliver to the exchange agent the letter of transmittal or a facsimile thereof, or an agent’s message in lieu thereof, and the initial notes tendered hereby in proper form for transfer or confirmation of the book-entry transfer of such initial notes to the exchange agent’s account at DTC within the time period set forth above and (2) that failure to do so could result in a financial loss to the undersigned.
|
||||||||
Name of Firm:
|
||||||||
Address:
|
||||||||
(Include Zip Code)
|
||||||||
Area Code and Telephone No.:
|
||||||||
Authorized Signature:
|
||||||||
Name:
|
||||||||
Title:
|
||||||||
(Please Print)
|
||||||||
Dated:
|
||||||||
Do not send certificates for initial notes with this form. Actual surrender of certificates for initial notes must be made pursuant to, and be accompanied by, an executed letter of transmittal.
|
||||||||
The exchange offer will expire at 5:00 p.m., New York City time, on , 2012, unless we extend the offer. Tenders may be withdrawn at any time prior to the expiration of the exchange offer.
|
Very truly yours, | |
OMEGA HEALTHCARE INVESTORS, INC. |
The exchange offer will expire at 5:00 p.m., New York City time, on , 2012, unless we extend the offer. Tenders may be withdrawn at any time prior to the expiration of the exchange offer.
|
o Please tender the initial notes held by you for my account, as indicated below.
o Please do not tender any initial notes held by you for my account.
|
Type
|
Aggregate Principal Amount Held for
Account of Holder(s) |
Principal Amount to be Tendered*
|
||||
5 7/8% Senior Notes due 2024
|
SIGN HERE
|
||
Signature(s)
|
||
Please print name(s)
|
||
Address
|
||
Area Code and Telephone Number
|
||
Tax Identification or Social Security Number
|
||
My Account Number with You
|
||
Date
|