Omega Healthcare Investors, Inc. (NYSE:OHI) and Aviv REIT, Inc.
(NYSE:Aviv) announced today the completion of Omega’s acquisition
of all of the outstanding shares of Aviv in a stock-for-stock
merger, forming a combined company with equity market
capitalization of approximately $7.8 billion and a total market
capitalization of approximately $11.1 billion. The combined company
will be the premier publicly traded real estate investment trust
(REIT) focused principally on skilled nursing facilities (SNFs),
with a diversified portfolio of investments including over 900
properties located in 41 states and operated by 81 different
operators.
“We believe that the combination with Aviv and the expertise and
proven track records of the combined management team firmly
positions Omega to continue as the leading consolidator in the
large, highly fragmented SNF industry,” said Taylor Pickett,
Omega’s Chief Executive Officer.
Craig M. Bernfield, Aviv’s former Chairman and Chief Executive
Officer, stated: “I am confident that our vision to substantially
grow Aviv’s platform of high quality properties and operators will
be implemented through the combination of these two outstanding
companies, and I believe that our combined industry knowledge,
experience and relationships will be the key to our future
success.”
Under the terms of the merger agreement, each outstanding share
of Aviv common stock was converted into 0.90 of a share of Omega
common stock. In connection with the merger, Omega issued
approximately 43.9 million shares of common stock to former Aviv
stockholders and holders of certain vested equity incentive awards
of Aviv. On a fully diluted basis following the closing of the
merger transaction, legacy Omega stockholders own approximately 72%
of the combined company, and former Aviv stockholders, together
with the limited partners of Aviv Healthcare Properties Limited
Partnership, beneficially own approximately 28% of the combined
company.
On April 1, 2015, Omega also closed an amendment to its
revolving credit and term loan facility, increasing the size of the
revolving credit facility to $1.25 billion, and adding a new $200
million term loan facility. On April 1, 2015, OHI Healthcare
Properties Limited Partnership also closed on a new $100 million
term loan facility. Simultaneous with the closing of the merger
transaction, all of Aviv’s outstanding unsecured debt was repaid or
otherwise satisfied and discharged. As of the close of business on
April 1, 2015, Omega and its affiliates had outstanding revolving
credit facility borrowings of $320 million and term loan facility
borrowings of $500 million.
Leadership and Organization
Taylor Pickett will continue to serve as Omega’s Chief Executive
Officer following the closing of the merger transaction. Craig M.
Bernfield, former Aviv Chairman and Chief Executive Officer, and
Norman R. Bobins and Ben W. Perks, former directors of Aviv, were
appointed to the Omega Board of Directors effective as of the
closing of the merger transaction. In addition, Steven J. Insoft,
former President and Chief Operating Officer of Aviv, was appointed
Omega’s Chief Corporate Development Officer as of the closing of
the merger transaction.
Omega Dividends and Guidance
As previously announced, the Omega Board of Directors declared a
prorated dividend of $0.36 per share of Omega common stock. The
dividend will be payable in cash on April 7, 2015 to Omega
stockholders of record as of the close of business on March 31,
2015. The per share dividend amount payable by Omega represents
dividends for February and March 2015, at a quarterly dividend rate
of $0.54 per share of common stock, representing an increase of
$0.01 per share over the quarterly dividend rate for the
immediately preceding quarter.
Omega expects to declare a dividend for the remaining portion of
its customary quarterly dividend period on either April 15, 2015 or
April 16, 2015. Omega will also update its 2015 guidance for
adjusted funds from operations (AFFO) and its funds available for
distribution (FAD) at that time.
In connection with the merger transaction, Morgan Stanley &
Co. LLC acted as the exclusive financial advisor to Omega, and
Bryan Cave LLP, Doran Derwent, PLLC, Hunton & Williams LLP and
Kaye Scholer LLP acted as legal counsel. PJT Partners and Goldman,
Sachs & Co. acted as financial advisors to Aviv and Sidley
Austin LLP acted as legal counsel.
Omega is a real estate investment trust investing in and
providing financing to the long-term care industry. As of April 1,
2014, after giving effect to the merger transaction, Omega has a
portfolio of investments that includes over 900 properties located
in 41 states and operated by 81 different operators.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements regarding Omega’s or its tenants’,
operators’, borrowers’ or managers’ expected future financial
condition, results of operations, cash flows, funds from
operations, dividends and dividend plans, financing opportunities
and plans, capital markets transactions, business strategy,
budgets, projected costs, operating metrics, capital expenditures,
competitive positions, acquisitions, investment opportunities,
dispositions, merger integration, growth opportunities, expected
lease income, continued qualification as a REIT, plans and
objectives of management for future operations and statements that
include words such as “anticipate,” “if,” “believe,” “plan,”
“estimate,” “expect,” “intend,” “may,” “could,” “should,” “will”
and other similar expressions are forward-looking statements. These
forward-looking statements are inherently uncertain, and actual
results may differ from Omega’s expectations. Omega does not
undertake a duty to update these forward-looking statements, which
speak only as of the date on which they are made.
Omega’s actual results may differ materially from those
reflected in such forward-looking statements as a result of a
variety of factors, including, among other things: (i)
uncertainties relating to the business operations of the operators
of Omega’s properties, including those relating to reimbursement by
third-party payors, regulatory matters and occupancy levels; (ii)
regulatory and other changes in the healthcare sector; (iii)
changes in the financial position of Omega’s operators; (iv) the
ability of any of Omega’s operators in bankruptcy to reject
unexpired lease obligations, modify the terms of Omega’s mortgages
and impede the ability of to collect unpaid rent or interest during
the pendency of a bankruptcy proceeding and retain security
deposits for the debtor's obligations; (v) the availability and
cost of capital; (vi) changes in Omega’s credit ratings and the
ratings of its debt securities; (vii) competition in the financing
of healthcare facilities; (viii) Omega’s ability to maintain its
status as a REIT; (ix) Omega’s ability to manage, re-lease or sell
any owned and operated facilities; (x) Omega’s ability to sell
closed or foreclosed assets on a timely basis and on terms that
allow Omega to realize the carrying value of these assets; (xi) the
effect of economic and market conditions generally, and
particularly in the healthcare industry; (xii) risks relating to
the integration of Aviv’s operations and employees into Omega and
the possibility that the anticipated synergies and other benefits
of the combination with Aviv will not be realized or will not be
realized within the expected timeframe; and (xiii) other factors
identified in Omega’s filings with the Securities and Exchange
Commission. Statements regarding future events and developments and
Omega’s future performance, as well as management's expectations,
beliefs, plans, estimates or projections relating to the future,
are forward looking statements. Omega undertakes no obligation to
update any forward-looking statements contained in this
announcement.
Omega Healthcare Investors, Inc.Bob Stephenson, CFO,
410-427-1700
American Century (NYSE:AVIV)
Historical Stock Chart
From Jan 2025 to Feb 2025
American Century (NYSE:AVIV)
Historical Stock Chart
From Feb 2024 to Feb 2025
