Registration No. 333-208710
This preliminary prospectus supplement and the accompanying prospectus relate to an effective registration statement under the Securities Act of 1933. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
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UBJECT TO COMPLETION
P
RELIMINARY PROSPECTUS DATED
March 28, 2017
P
rospectus Supplement (to Prospectus dated
D
ecember 22, 2015)
$ % S
enior Notes due 20
$ 4.50% S
enior Notes due 2025
The company:
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Omega Healthcare Investors, Inc. is a self-administered real estate investment trust, which we refer to as a REIT, investing in income-producing healthcare facilities, principally long-term care facilities, located in the United States and United Kingdom. We provide lease or mortgage financing to qualified operators of skilled nursing facilities and, to a lesser extent, assisted living facilities, independent living facilities and rehabilitation and acute care facilities.
The offering:
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We are offering $ principal amount of our % Senior Notes due 20 , which we refer to as the 20 notes, and $ principal amount of our 4.50% Senior Notes due 2025, which we refer to as the 2025 notes. We collectively refer to both series of notes as the “notes.”
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Use of proceeds: We intend to use the net proceeds from this offering to (i) redeem all of our outstanding $400 million aggregate principal amount of 5.875% Senior Notes due 2024, (ii) repay a $200 million senior unsecured incremental term loan facility which is due and payable in full on June 27, 2017, and (iii) repay outstanding borrowings under our revolving credit facility. The remainder, if any, will be used for general corporate purposes, including future acquisitions. See “Use of proceeds.”
The senior notes:
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Maturity: The 20 notes will mature on , 20 and the 2025 notes will mature on January 15, 2025.
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Interest payments: The 20 notes will pay interest semi-annually in cash in arrears on and of each year, beginning on , 2017. The 2025 notes will pay interest semi-annually in cash in arrears from January 15, 2017 on January 15 and July 15 of each year, beginning on July 15, 2017.
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Ranking: The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior debt and senior in right of payment to all of our existing and future subordinated debt. The notes will be effectively subordinated in right of payment to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to all existing and future liabilities (including indebtedness, trade payables and lease obligations) of each of our non-guarantor subsidiaries.
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Guarantees: The notes will be fully and unconditionally guaranteed, jointly and severally, by our existing and future subsidiaries that guarantee indebtedness for money borrowed of Omega Healthcare Investors, Inc. in a principal amount at least equal to $50 million (including, as of the date hereof, our existing senior notes and the facilities under our credit agreements).
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Redemption: We may redeem some or all of the 20 notes prior to , 20 , and the 2025 notes prior to October 15, 2024, in each case at a price equal to 100% of the principal amount of such series plus a “make-whole” premium calculated by reference to U.S. treasuries with a maturity comparable to the remaining term of the applicable series of notes, and accrued and unpaid interest, if any, to, but not including, the applicable redemption date. The 20 notes will be redeemable at any time on or after , 20 and the 2025 notes will be redeemable at any time on or after October 15, 2024, in each case at a redemption price equal to 100% of the respective principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
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2025 notes: The terms of the 2025 notes, other than their issue date, initial interest accrual date, first interest payment date and public offering price, will be identical to the terms of the $250,000,000 aggregate principal amount of our outstanding 4.50% Senior Notes due 2025 issued on July 17, 2015 under an Indenture, dated as of September 11, 2014, which we refer to as the existing 2025 notes. The 2025 notes offered by this prospectus supplement and the accompanying prospectus will have the same CUSIP number as the existing 2025 notes and will trade interchangeably with the existing 2025 notes immediately upon settlement. Upon consummation of this offering, the aggregate principal amount of our 4.50% Senior Notes due 2025, including the 2025 notes offered hereby, will be $ .
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Form: The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
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Listing: The notes will not be listed on any securities exchange.
Investing in the notes involves risk. You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus. In particular, for a discussion of certain factors you should consider before buying the notes, see “Supplemental risk factors” beginning on page S-
9
of this prospectus supplement, “Risk factors” on page 6 of the accompanying prospectus and the risk factors included in the documents incorporated by reference herein.
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Per 20 note
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Total
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Per 2025 note
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Total
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Public offering price
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%
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$
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(1)
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%
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$
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(2)
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Underwriting discount
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%
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$
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%
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$
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Proceeds before expenses to us
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%
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$
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(1)
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%
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$
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(2)
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(1) Plus accrued interest from , 2017, if settlement occurs after that date.
(2) Plus accrued interest from and including January 15, 2017, the last day interest was paid on the existing 2025 notes, to the settlement date. All such pre-issuance accrued interest from and including January 15, 2017 will be paid by the purchasers of the 2025 notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this preliminary prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about , 2017. See “Underwriting—Extended settlement.”
Joint book-running managers
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J.P. Morgan
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BofA Merrill Lynch
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Credit Agricole CIB
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Stifel
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The date of this prospectus supplement is , 2017.