| Issuer Free Writing Prospectus, dated June 30, 2016 Filed Pursuant to Rule 433 under the Securities Act of 1933 Supplementing the Preliminary Prospectus Supplement dated June 30, 2016 Registration Statement No. 333-208710 |
$700,000,000
Omega Healthcare Investors, Inc.
4.375% Senior Notes due 2023
| Issuer: | Omega Healthcare Investors, Inc. | |
| Guarantees: |
The notes will be fully and unconditionally guaranteed by the Company’s existing and future subsidiaries that guarantee indebtedness under the Company’s existing senior notes and the facilities under the Company’s credit agreements.
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| Title of Securities: | 4.375% Senior Notes due 2023
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| Aggregate Principal Amount: | $700,000,000
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| Trade Date: |
June 30, 2016
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| Settlement Date: |
July 12, 2016 (T + 7)
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| Final Maturity Date: | August 1, 2023
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| Issue Price to Public: | 99.739% plus accrued interest, if any, from July 12, 2016
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| Gross Proceeds to Issuer: | $698,173,000
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| Coupon: | 4.375%
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| Yield to Maturity: | 4.418%
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| Spread to Treasury: | +312.5 basis points
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| Benchmark Treasury: | UST 1.375% due June 30, 2023
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| Benchmark Treasury Yield: | 1.293%
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| Interest Payment Dates: | August 1 and February 1, commencing February 1, 2017
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| Record Dates: | July 15 and January 15
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| Optional Redemption: |
Make-whole call @ T+50 bps Par call on or after June 1, 2023
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| Joint Book-Running Managers: |
J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Agricole Securities (USA) Inc. Stifel, Nicolaus and Company, Incorporated
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| Co-Managers: |
Capital One Securities, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc. Wells Fargo Securities, LLC Mitsubishi UFJ Securities (USA), Inc. BB&T Capital Markets, a division of BB&T Securities, LLC BBVA Securities Inc. Regions Securities LLC
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| CUSIP/ISIN Numbers: |
CUSIP: 681936 BJ8 ISIN: US681936BJ87
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The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling J.P. Morgan Securities LLC, collect at 212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322 or Credit Agricole Securities (USA) Inc. at 1-866-807-6030.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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