Omega Healthcare gets needed consents to amend 7% notes due 2016

By Marisa Wong

Madison, Wis., March 19 - Omega Healthcare Investors, Inc. said it completed the consent solicitation for its $175 million of outstanding 7% senior notes due 2016 on March 19.

As of 5 p.m. ET on March 16, the expiration of the consent solicitation, Omega received tenders from 96.5% of the outstanding 7% notes. As a result, the company received the required consents to amend the indenture governing the notes. A supplemental indenture has been executed to eliminate substantially all of the restrictive covenants and event of default provisions in the original indenture.

Omega will pay $1,025.83 per $1,000 principal amount of notes tendered by the consent time. The purchase price includes a $30.00 consent fee.

The tender offer, which began on March 5, is scheduled to expire at 8 a.m. on April 2. Holders who tender their notes after the expiration of the consent solicitation but before the expiration of the tender offer will be eligible to receive $995.83 for each $1,000 of notes.

The company will also pay accrued interest to the settlement date. Omega settled the early tendered notes on March 19 and expects to settle any remaining tendered notes on April 2.

Omega announced on Monday that, following the tender offer, it will redeem all outstanding 7% notes on March 27. The redemption price will be 102.333 plus accrued interest to the redemption date.

The tender offer and redemption will be funded with proceeds from Omega's previously announced private placement of $400 million of 5 7/8% senior notes due 2024.

Bank of America Merrill Lynch (888 292-0070 or 980 387-3907) is the dealer manager and solicitation agent for the tender offer. D.F. King & Co., Inc. (800 431-9643 or, for banks and brokers, 212 269-5550) is the depositary and information agent.

Omega is a Hunt Valley, Md.-based real estate investment trust investing in and providing financing to the long-term care industry.

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