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Press release from Business Wire

Omega Announces Completion of Tender Offer for 7% Senior Notes Due 2014 and Redemption of Remaining Untendered Notes

Wednesday, December 08, 2010

Omega Announces Completion of Tender Offer for 7% Senior Notes Due 2014 and Redemption of Remaining Untendered Notes11:30 EST Wednesday, December 08, 2010 HUNT VALLEY, Md. (Business Wire) -- Omega Healthcare Investors, Inc. (NYSE:OHI) announced today the completion of its previously announced cash tender offer with respect to its outstanding $310 million principal amount of 7% Senior Notes due 2014, or the 2014 Notes. The tender offer expired at 8:00 a.m., New York City time, on December 8, 2010. Based on the final tabulation provided by D.F. King & Co., Inc., the depositary and information agent for the tender offer, the aggregate principal amount of 2014 Notes that were validly tendered and not validly withdrawn prior to expiration was $264.7 million, including the 2014 Notes previously tendered and accepted for payment in connection with consent solicitation completed as of November 23, 2010. Omega has accepted for purchase all 2014 Notes validly tendered and not validly withdrawn prior to expiration. Omega also announced today that it has given irrevocable notice of redemption of all of the remaining untendered and outstanding 2014 Notes. The aggregate principal amount of the 2014 Notes that remain outstanding and are being redeemed is $45.3 million and the redemption date will be December 16, 2010. Pursuant to the terms of the indenture governing the 2014 Notes, Omega will redeem the outstanding 2014 Notes at a redemption price of 102.333% of their principal amount, or approximately $46.4 million, plus accrued and unpaid interest up to the redemption date. Omega is a real estate investment trust investing in and providing financing to the long-term care industry. At September 30, 2010, Omega owned or held mortgages on 395 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 45,914 licensed beds (44,179 available beds) located in 35 states and operated by 49 third-party healthcare operating companies, and one closed facility held for sale. This announcement includes forward-looking statements. 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, including without limitation, changes in Medicare reimbursement; (iii) changes in the financial position of Omega's operators; (iv) the ability of operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega's mortgages, and impede the ability of Omega 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) competition in the financing of healthcare facilities; (vii) Omega's ability to maintain its status as a real estate investment trust; and (viii) 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 Healthcare Investors, Inc.Bob Stephenson, CFO, 410-427-1700