☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(
d
) OF
|
|
THE SECURITIES EXCHANGE ACT OF 1934
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|
|
For the fiscal year ended December 31, 2014.
|
|
|
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d ) OF |
THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Maryland
|
38-3041398
|
(State or Other Jurisdiction
|
(I.R.S. Employer Identification No.)
|
of Incorporation or Organization)
|
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200 International Circle, Suite 3500
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Hunt Valley, MD
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21030
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
|
Name of Exchange on
Which Registered
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Common Stock, $.10 Par Value
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New York Stock Exchange
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PART I
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Page
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1
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2
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3
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4
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11
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15
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15
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32
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33
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36
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36
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37
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39
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40
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40
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40
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42
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47
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51
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55
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57
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58
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58
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58
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60
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60
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60
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60
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60
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61
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● | $415 million of refinancing/consolidating mortgage loans with an existing operator. We entered into an agreement to refinance/consolidate $117 million in existing mortgages with maturity dates ranging from 2021 to 2023 on 17 facilities into one mortgage and simultaneously provide mortgage financing for an additional 14 facilities. The new $415 million mortgage matures in 2029 and is secured by 31 facilities totaling 3,430 licensed beds all located in the State of Michigan. The new loan bears an initial annual cash interest rate of 9.0% and increases by 0.225% per year. |
● | $112.5 million mortgage loan with an existing operator. The loan is secured by seven SNFs and two ALFs totaling 798 operating beds located in Pennsylvania (7) and Ohio (2). The loan is cross-defaulted and cross-collateralized with our existing master lease with the operator. The loan bears an initial annual cash interest rate of 9.5% and matures in January 2024. |
● | $84.2 million of new investment with an existing operator. The investment included the purchase/leaseback of four ALFs. Two of these facilities are located in Pennsylvania, one in Oregon and one in Arkansas with a total of 371 beds. The new master lease has an initial annual cash yield of 6.0% with 2.5% annual escalators. |
● | $34.6 million of new investments with an existing operator. The acquisitions consisted of 3 SNFs, one located in Georgia and two in South Carolina with a total of 345 beds. The facilities were combined into a 12 year master lease with an initial annual cash yield of 9.5%. |
● | $8.2 million of new investment with an existing operator. The investment included the purchase/leaseback of one SNF in Texas totaling 125 beds. |
● | $4.7 million of new investment with an existing operator. The investment included the purchase /leaseback of an ALF in Arizona totaling 90 beds. |
● | $23.6 million of investments in our capital expenditure programs. |
● | 474 SNFs, 23 ALFs and 11 specialty facilities; |
● | fixed rate mortgages on 53 SNFs and two ALFs; and |
● | five facilities and one parcel of land closed/held-for-sale. |
1 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Core assets:
|
||||||||||||
Rental income
|
$
|
388,443
|
$
|
375,135
|
$
|
314,592
|
||||||
Income from direct financing leases
|
56,719
|
5,203
|
—
|
|||||||||
Mortgage interest income
|
53,007
|
29,351
|
30,446
|
|||||||||
Total core asset revenues
|
498,169
|
409,689
|
345,038
|
|||||||||
Other
investment income - net
|
6,618
|
9,025
|
5,422
|
|||||||||
Total
operating revenue
|
$
|
504,787
|
$
|
418,714
|
$
|
350,460
|
As of December 31,
|
||||||||
2014
|
2013
|
|||||||
Core assets:
|
||||||||
Leased assets
|
$
|
3,223,785
|
$
|
3,099,547
|
||||
Investment in direct financing leases
|
539,232
|
529,445
|
||||||
Mortgaged assets
|
648,079
|
241,515
|
||||||
Total core assets
|
4,411,096
|
3,870,507
|
||||||
Other investments
|
48,952
|
53,054
|
||||||
Total real estate assets before held for sale assets
|
4,460,048
|
3,923,561
|
||||||
Held for sale assets
|
12,792
|
1,356
|
||||||
Gross investments
|
$
|
4,472,840
|
$
|
3,924,917
|
2 |
● | the quality and experience of management and the creditworthiness of the operator of the facility; |
● | the facility’s historical and forecasted cash flow and its ability to meet operational needs, capital expenditure requirements and lease or debt service obligations; |
● | the construction quality, condition and design of the facility; |
● | the location of the facility; |
● | the tax, growth, regulatory and reimbursement environment of the applicable jurisdiction; |
● | the occupancy rate for the facility and demand for similar healthcare facilities in the same or nearby communities; and |
● | the payor mix of private, Medicare and Medicaid patients at the facility. |
3 |
4 |
5 |
6 |
● | that is acquired by a REIT as the result of (i) the REIT having bid on such property at foreclosure, or having otherwise reduced such property to ownership or possession by agreement or process of law, after there was a default, or (ii) default was imminent on a lease of such property or on indebtedness that such property secured; |
● | for which the related loan or lease was acquired by the REIT at a time when the default was not imminent or anticipated; and |
● | for which the REIT makes a proper election to treat the property as foreclosure property. |
● | on which a lease is entered into for the property that, by its terms, will give rise to income that does not qualify for purposes of the 75% gross income test, or any amount is received or accrued, directly or indirectly, pursuant to a lease entered into on or after such day that will give rise to income that does not qualify for purposes of the 75% gross income test; |
● | on which any construction takes place on the property, other than completion of a building or any other improvement, where more than 10% of the construction was completed before default became imminent; or |
● | which is more than 90 days after the day on which the REIT acquired the property and the property is used in a trade or business that is conducted by the REIT, other than through an independent contractor from whom the REIT itself does not derive or receive any income. |
7 |
8 |
9 |
10 |
11 |
12 |
13 |
14 |
15 |
● | the Company being required, under certain circumstances, to incur certain transaction costs, regardless of whether the Merger closes; |
● | diversion of Company management focus and resources from operational matters and other strategic opportunities while working to implement the Merger; and |
● | the market price of shares of Company common stock could decline to the extent that the current market price reflects, and is positively affected by, a market assumption that the transactions contemplated by the Merger Agreement will be completed. |
● | market reaction to the announcement of the Merger; |
● | changes in the business, operation, assets, liabilities, financial position and prospects of either company or in market assessments thereof; |
● | changes in the operating performance of the Company, Aviv or similar companies; |
16 |
● | changes in market valuations of similar companies; |
● | market assessments of the likelihood that the Merger will be completed; |
● | interest rates, general market and economic conditions and other factors generally affecting the price of the Company’s and Aviv’s common stock; |
● | federal, state and local legislation, governmental regulation and legal developments in the businesses in which Aviv and the Company operate; |
● | dissident stockholder activity; |
● | changes that affect the Company’s and Aviv’s industry, the U.S. or global economy, or capital, financial or securities markets generally; and |
● | other factors beyond the control of either the Company or Aviv. |
● | the Company, as the successor by Merger to Aviv, would generally inherit any corporate income tax liabilities of Aviv, including penalties and interest; the Company would be subject to tax on the built-in gain on each asset of Aviv existing at the time of the Merger if Omega were to dispose of an Aviv asset during a specified period (generally ten years) following the Merger; and |
● | the Company could be required to pay a special distribution and/or employ applicable deficiency dividend procedures (including penalties and interest payments to the IRS) to eliminate any earnings and profits accumulated by Aviv for taxable periods that it did not qualify as a REIT. |
17 |
● | the Company expects to incur substantial expenses related to the Merger; |
● | following the Merger, the Company may be unable to integrate the businesses of the Company and Aviv successfully and realize the anticipated synergies and other benefits of the Merger or do so within the anticipated timeframe; |
● | following the Merger, the Company may be unable to retain key employees; |
● | the future results of the Company will suffer if the Company does not effectively manage its expanded operations following the Merger; and |
● | counterparties to certain significant agreements with the Company or Aviv may exercise contractual rights under such agreements in connection with the Merger. |
● | there will be a greater number of shares of the Company common stock outstanding as compared to the number of currently outstanding shares of Company common stock; |
● | there will be different stockholders; |
● | there will be different assets and capitalizations; |
● | the market price of the Company’s common stock may decline as a result of the Merger; |
● | the Company cannot assure you that it will be able to continue paying dividends at or above the rate currently paid by the Company; |
● | the Company may need to incur additional indebtedness in the future; |
● | the Company may incur adverse tax consequences if the Company or Aviv has failed or fails to qualify as a REIT for U.S. federal income tax purposes; and |
● | in certain circumstances, even if the Company qualifies as a REIT, it and its subsidiaries may be subject to certain U.S. federal, state, and other taxes, which would reduce the Company’s funds available for distribution to shareholders. |
18 |
19 |
● | Healthcare Reform. The Healthcare Reform Law represents the most comprehensive change to healthcare benefits since the inception of the Medicare program in 1965 and will affect reimbursement for governmental programs, private insurance and employee welfare benefit plans in various ways. See “ Item 1. Business – Government Regulation and Reimbursement – Healthcare Reform.” We cannot predict the impact of the Healthcare Reform Law on our operators or their ability to meet their obligations to us. |
● | Reimbursement; Medicare and Medicaid . A significant portion of our operators’ revenue is derived from governmentally-funded reimbursement programs, primarily Medicare and Medicaid. See “ Item 1. Business – Government Regulation and Reimbursement – Healthcare Reform,” “– Reimbursement,” “– Medicaid,” and “– Medicare,” and the risk factor entitled “ Our operators depend on reimbursement from governmental and other third-party payors, and reimbursement rates from such payors may be reduced ” for a further discussion on governmental and third-party payor reimbursement and the associated risks presented to our operators. Failure to maintain certification in these programs would result in a loss of funding from such programs and could negatively impact an operator’s ability to meet its obligations to us. |
● | Quality of Care Initiatives . The CMS has implemented a number of initiatives focused on the quality of care provided by nursing homes that could affect our operators, including a quality rating system for nursing homes released in December 2008. See “ Item 1. Business – Government Regulation and Reimbursement – Quality of Care Initiatives.” Any unsatisfactory rating of our operators under any rating system promulgated by the CMS could result in the loss of our operators’ residents or lower reimbursement rates, which could adversely impact their revenues and our business. |
● | Licensing and Certification . Our operators and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. See “ Item 1. Business – Government Regulation and Reimbursement – Licensing and Certification. ” Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them. Failure to obtain any required licensure or certification, the loss or suspension of any required licensure or certification, or any violations or deficiencies with respect to relevant operating standards may require a facility to cease operations or result in ineligibility for reimbursement until the necessary licenses or certifications are obtained or reinstated, or any such violations or deficiencies are cured. In such event, our revenues from these facilities could be reduced or eliminated for an extended period of time or permanently. |
● | Fraud and Abuse Laws and Regulations . There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts. In addition, federal and state governments are devoting increasing attention and resources to anti-fraud initiatives against healthcare providers. See “ Item 1. Business – Government Regulation and Reimbursement – Fraud and Abuse. ” The violation of any of these laws or regulations, including the anti-kickback statute and the Stark Law, by an operator may result in the imposition of fines or other penalties, including exclusion from Medicare, Medicaid and all other federal and state healthcare programs. Such fines or penalties could jeopardize an operator’s ability to make lease or mortgage payments to us or to continue operating its facility. |
● | Privacy Laws. Our operators are subject to federal, state and local laws and regulations designed to protect the privacy and security of patient health information, including HIPAA, among others. See “ Item 1. Business – Government Regulation and Reimbursement – Privacy. ” These laws and regulations require our operators to expend the requisite resources to protect and secure patient health information, including the funding of costs associated with technology upgrades. Operators found in violation of HIPAA or any other privacy or security law may face large penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business. Such penalties and damaged reputation could adversely affect an operator’s ability to meet its obligations to us. |
20 |
● | Other Laws . Other federal, state and local laws and regulations affect how our operators conduct their operations. See “ Item 1. Business – Government Regulation and Reimbursement – Other Laws and Regulations. ” We cannot predict the effect that the costs of complying with these laws may have on the revenues of our operators, and thus their ability to meet their obligations to us. |
● | Legislative and Regulatory Developments . Each year, legislative and regulatory proposals are introduced at the federal, state and local levels that, if adopted, would result in major changes to the healthcare system. See “ Item 1. Business – Government Regulation and Reimbursement ” in addition to the other risk factors set forth below.We cannot accurately predict whether any proposals will be adopted, and if adopted, what effect (if any) these proposals would have on our operators or our business. |
21 |
22 |
23 |
24 |
● | the extent of investor interest; |
● | the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; |
● | the financial performance of us and our operators; |
● | analyst reports on us and the REIT industry in general; |
● | general stock and bond market conditions, including changes in interest rates on fixed income securities, which may lead prospective purchasers of our common stock to demand a higher annual yield from future distributions; |
● | our failure to maintain or increase our dividend, which is dependent, to a large part, on the increase in funds from operations, which in turn depends upon increased revenues from additional investments and rental increases; and |
● | other factors such as governmental regulatory action and changes in REIT tax laws. |
25 |
● | our limited prior business experience with certain of the operators of the facilities we have recently acquired or may acquire in the future; |
● | the facilities may underperform due to various factors, including unfavorable terms and conditions of the lease agreements that we assume, disruptions caused by the management of the operators of the facilities or changes in economic conditions impacting the facilities and/or the operators; |
● | diversion of our management’s attention away from other business concerns; |
● | exposure to any undisclosed or unknown potential liabilities relating to the facilities; and |
● | potential underinsured losses on the facilities. |
● | increase our vulnerability to adverse changes in general economic, industry and competitive conditions; |
● | limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, debt service requirements, execution of our business plan or other general corporate purposes on satisfactory terms or at all; |
● | require us to dedicate a substantial portion of our cash flow from operations to make payments on our indebtedness and leases, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes; |
● | limit our ability to make material acquisitions or take advantage of business opportunities that may arise; |
● | expose us to fluctuations in interest rates, to the extent our borrowings bear variable rates of interests; |
● | limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and |
● | place us at a competitive disadvantage compared to our competitors that have less debt. |
26 |
● | general liability, property and casualty losses, some of which may be uninsured; |
● | the inability to purchase or sell our assets rapidly to respond to changing economic conditions, due to the illiquid nature of real estate and the real estate market; |
● | leases that are not renewed or are renewed at lower rental amounts at expiration; |
● | the exercise of purchase options by operators resulting in a reduction of our rental revenue; |
● | costs relating to maintenance and repair of our facilities and the need to make expenditures due to changes in governmental regulations, including the Americans with Disabilities Act; |
● | environmental hazards created by prior owners or occupants, existing tenants, mortgagors or other persons for which we may be liable; |
● | acts of God affecting our properties; and |
● | acts of terrorism affecting our properties. |
27 |
28 |
29 |
30 |
● | the market for similar securities issued by REITs; |
● | changes in estimates by analysts; |
● | our ability to meet analysts’ estimates; |
● | prevailing interest rates; |
● | our credit rating; |
● | general economic and market conditions; and |
● | our financial condition, performance and prospects. |
● | the issuance and exercise of options to purchase our common stock or other equity awards under remuneration plans (we may also issue equity to our employees in lieu of cash bonuses or to our directors in lieu of director’s fees); |
● | the issuance of shares pursuant to our dividend reinvestment and direct stock purchase plan or at-the-market offerings; |
● | the issuance of debt securities exchangeable for our common stock; |
● | the exercise of warrants we may issue in the future; |
● | the issuance of warrants or other rights to acquire shares to current or future lenders in connection with providing financing; and |
● | the sales of securities convertible into our common stock. |
31 |
32 |
Investment Structure/Operator
|
Number of Operating
Beds
|
Number of
Facilities
|
Gross
Investment
(in thousands)
|
|||||||||
Leased Facilities(1)
|
||||||||||||
Genesis HealthCare
|
5,774
|
51
|
$
|
342,033
|
||||||||
Health and Hospital Corporation
|
4,606
|
44
|
304,719
|
|||||||||
CommuniCare Health Services, Inc.
|
3,340
|
28
|
277,987
|
|||||||||
Airamid Health Management
|
4,418
|
37
|
255,125
|
|||||||||
Signature Holdings II, LLC
|
3,309
|
32
|
238,816
|
|||||||||
S&F Management Company, LLC
|
1,920
|
15
|
217,073
|
|||||||||
Capital Funding Group, Inc.
|
2,226
|
21
|
216,278
|
|||||||||
Gulf Coast Master Tenant I, LLC
|
2,254
|
18
|
156,936
|
|||||||||
Guardian LTC Management Inc.
|
1,679
|
23
|
125,971
|
|||||||||
Consulate Health Care
|
2,023
|
17
|
117,654
|
|||||||||
Diversicare Healthcare Services
|
2,726
|
23
|
103,093
|
|||||||||
Nexion Health Inc.
|
2,095
|
19
|
92,064
|
|||||||||
Affiliates of Persimmon Ventures, LLC & White Pine Holdings, LLC
|
757
|
5
|
83,940
|
|||||||||
Essex Healthcare Corporation
|
1,236
|
13
|
83,564
|
|||||||||
TenInOne Acquisition Group, LLC
|
1,451
|
10
|
82,617
|
|||||||||
Swain/Herzog
|
1,008
|
9
|
59,746
|
|||||||||
Mark Ide Limited Liability Company
|
1,085
|
12
|
46,771
|
|||||||||
Southern Administrative Services, LLC
|
1,084
|
11
|
44,843
|
|||||||||
Sava Senior Care, LLC
|
469
|
3
|
36,970
|
|||||||||
New ARK Investments, Inc.
|
345
|
3
|
34,600
|
|||||||||
Haven Health Group of AZ
|
476
|
6
|
33,426
|
|||||||||
Pinon Management, Inc.
|
517
|
6
|
30,390
|
|||||||||
StoneGate Senior Care LP
|
633
|
6
|
29,783
|
|||||||||
Fundamental Long Term Care Holding, LLC
|
381
|
3
|
23,961
|
|||||||||
Daybreak Venture, LLC
|
483
|
5
|
21,292
|
|||||||||
Rest Haven Nursing Center Inc.
|
176
|
1
|
14,400
|
|||||||||
Health Systems of Oklahoma LLC
|
407
|
3
|
12,470
|
|||||||||
Washington N&R
|
239
|
2
|
12,152
|
|||||||||
Care Initiatives, Inc.
|
188
|
1
|
10,347
|
|||||||||
Adcare Health Systems
|
301
|
2
|
10,000
|
|||||||||
Ensign Group, Inc.
|
271
|
3
|
9,656
|
|||||||||
Lakeland Investors, LLC
|
274
|
1
|
9,625
|
|||||||||
Infinity Health Care Management
|
200
|
2
|
9,547
|
|||||||||
Community Eldercare Services, LLC
|
100
|
1
|
7,572
|
|||||||||
Southwest LTC
|
150
|
1
|
6,840
|
|||||||||
Longwood Management Corporation
|
185
|
2
|
6,448
|
|||||||||
Crowne Management, LLC
|
172
|
1
|
6,351
|
|||||||||
EmpRes Healthcare Management, LLC
|
105
|
1
|
6,294
|
|||||||||
Elite Senior Living, Inc.
|
105
|
1
|
5,893
|
|||||||||
AMFM, LLC
|
150
|
2
|
5,786
|
|||||||||
Sante MC OP Co, LLC
|
52
|
1
|
5,728
|
|||||||||
Country Villa Claremont Healthcare Center, Inc.
|
99
|
1
|
4,546
|
|||||||||
HMS Holdings at Texarkana, LLC
|
114
|
1
|
4,281
|
|||||||||
Hoosier Enterprises Inc.
|
47
|
1
|
3,622
|
|||||||||
Laurel
|
112
|
1
|
3,554
|
|||||||||
Generations Healthcare, Inc.
|
59
|
1
|
3,007
|
|||||||||
Hickory Creek Healthcare Foundation
|
63
|
1
|
2,835
|
|||||||||
Diamond Care Vida Encantada, LLC
|
102
|
1
|
2,028
|
|||||||||
Closed Facilities
|
-
|
2
|
1,151
|
|||||||||
49,966
|
454
|
3,223,785
|
Assets Held for Sale
|
||||||||||||
Genesis Healthcare
|
123
|
1
|
6,000
|
|||||||||
Sava Senior Care, LLC
|
98
|
1
|
3,234
|
|||||||||
Laurel
|
123
|
1
|
2,888
|
|||||||||
Parcel of Land
|
-
|
-
|
670
|
|||||||||
344
|
3
|
12,792
|
33 |
Investment Structure/Operator
|
Number of
Operating
Beds
|
Number of
Facilities
|
Gross
Investment
(in thousands)
|
|||||||||
Investment in Direct Financing Leases
|
||||||||||||
New Ark Investment, Inc.
|
5,440
|
56
|
539,232
|
|||||||||
5,440
|
56
|
539,232
|
||||||||||
Fixed - Rate Mortgages(2)
|
||||||||||||
Ciena Healthcare
|
3,383
|
31
|
415,876
|
|||||||||
Guardian LTC Management, Inc.
|
798
|
9
|
112,500
|
|||||||||
CommuniCare Health Services, Inc.
|
1,028
|
8
|
77,323
|
|||||||||
Affiliates of Persimmon Ventures, LLC & White Pine Holdings, LLC
|
412
|
4
|
26,500
|
|||||||||
Meridian
|
240
|
3
|
15,880
|
|||||||||
5,861
|
55
|
648,079
|
||||||||||
Total
|
61,611
|
568
|
$
|
4,423,888
|
34 |
Number of
Facilities
|
Number of
Operating Beds
|
Gross
Investment
(in thousands)
|
% of
Gross
Investment
|
|||||||||||||
Florida
|
86
|
10,126
|
$
|
621,153
|
14.0
|
%
|
||||||||||
Michigan
|
35
|
3,782
|
453,876
|
10.3
|
||||||||||||
Ohio
(1)
|
52
|
5,457
|
384,672
|
8.7
|
||||||||||||
Indiana
|
55
|
5,371
|
343,735
|
7.8
|
||||||||||||
Pennsylvania
|
34
|
3,065
|
327,758
|
7.4
|
||||||||||||
Mississippi
|
19
|
2,017
|
222,486
|
5.0
|
||||||||||||
South Carolina
|
18
|
1,630
|
198,947
|
4.5
|
||||||||||||
Texas
(1)
|
40
|
4,596
|
192,352
|
4.4
|
||||||||||||
California
|
22
|
2,367
|
187,032
|
4.2
|
||||||||||||
Maryland
|
16
|
2,068
|
174,077
|
3.9
|
||||||||||||
Arkansas
|
24
|
2,510
|
161,409
|
3.7
|
||||||||||||
Tennessee
|
18
|
2,460
|
151,228
|
3.4
|
||||||||||||
Arizona
|
11
|
1,077
|
102,769
|
2.3
|
||||||||||||
Colorado
|
12
|
1,297
|
79,659
|
1.8
|
||||||||||||
West Virginia
|
11
|
1,255
|
75,796
|
1.7
|
||||||||||||
Georgia
|
8
|
967
|
72,634
|
1.6
|
||||||||||||
Kentucky
|
15
|
1,215
|
68,211
|
1.5
|
||||||||||||
North Carolina
|
11
|
1,290
|
67,196
|
1.5
|
||||||||||||
Virginia
|
4
|
527
|
64,631
|
1.5
|
||||||||||||
Massachusetts
|
8
|
779
|
57,347
|
1.3
|
||||||||||||
Louisiana
|
13
|
1,418
|
56,796
|
1.3
|
||||||||||||
Alabama
|
10
|
1,259
|
54,440
|
1.2
|
||||||||||||
Rhode Island
|
4
|
558
|
43,534
|
1.0
|
||||||||||||
Idaho
|
6
|
598
|
33,714
|
0.8
|
||||||||||||
Wisconsin
|
4
|
526
|
30,562
|
0.7
|
||||||||||||
Oklahoma
|
4
|
511
|
24,137
|
0.5
|
||||||||||||
Nevada
|
3
|
381
|
23,961
|
0.5
|
||||||||||||
New Hampshire
|
3
|
221
|
23,082
|
0.5
|
||||||||||||
Washington
|
3
|
270
|
21,580
|
0.5
|
||||||||||||
Iowa
|
3
|
359
|
21,202
|
0.5
|
||||||||||||
Utah
|
3
|
287
|
16,873
|
0.4
|
||||||||||||
Oregon
|
2
|
141
|
16,448
|
0.4
|
||||||||||||
Illinois
|
4
|
446
|
14,406
|
0.3
|
||||||||||||
Vermont
(1)
|
2
|
238
|
12,925
|
0.3
|
||||||||||||
Missouri
|
2
|
239
|
12,152
|
0.3
|
||||||||||||
New Mexico
|
2
|
221
|
7,228
|
0.2
|
||||||||||||
Kansas
|
1
|
82
|
3,210
|
0.1
|
||||||||||||
Connecticut
(1)
|
-
|
-
|
670
|
-
|
||||||||||||
Total
|
568
|
61,611
|
$
|
4,423,888
|
100
|
%
|
||||||||||
35 |
Expiration Year
|
Annualized Straight-line
Rental Revenue Expiring
|
Number of
Leases Expiring
|
||||||
($ in thousands)
|
||||||||
2015
|
1,865
|
4
|
||||||
2016
|
1,087
|
1
|
||||||
2017
|
7,049
|
5
|
||||||
2018
|
37,258
|
6
|
||||||
2019
|
-
|
-
|
||||||
2020
|
2,257
|
3
|
||||||
2021
|
31,802
|
3
|
||||||
2022
|
55,131
|
7
|
||||||
2023
|
72,017
|
11
|
||||||
2024
|
56,224
|
8
|
||||||
2025
|
79,817
|
8
|
||||||
Thereafter
|
54,822
|
8
|
||||||
Total
|
$
|
399,329
|
64
|
36 |
2014
|
2013
|
|||||||||||||||||||||||||
Quarter
|
High
|
Low
|
Dividends
Per Share
|
Quarter
|
High
|
Low
|
Dividends
Per Share
|
|||||||||||||||||||
First
|
$
|
33.89
|
$
|
29.32
|
$
|
0.49
|
First
|
$
|
30.53
|
$
|
24.13
|
$
|
0.45
|
|||||||||||||
Second
|
38.33
|
33.22
|
0.50
|
Second
|
38.41
|
28.32
|
0.46
|
|||||||||||||||||||
Third
|
39.31
|
33.69
|
0.51
|
Third
|
34.29
|
27.37
|
0.47
|
|||||||||||||||||||
Fourth
|
40.74
|
33.89
|
0.52
|
Fourth
|
34.00
|
29.66
|
0.48
|
|||||||||||||||||||
$
|
2.02
|
$
|
1.86
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan category
|
Number of securities to
be issued upon exercise of outstanding options, warrants and rights
(1)
|
Weighted-average
exercise price of outstanding options, warrants and rights (2) |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (3) |
|||||||||
Equity compensation plans approved by security holders
|
1,114,844
|
$
|
—
|
2,646,977
|
||||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
|||||||||
Total
|
1,114,844
|
$
|
—
|
2,646,977
|
(1) | Reflects (i) a maximum of 541,045 shares that could be issued if certain performance conditions are achieved related to the December 31, 2013 award of performance restricted stock units, (ii) a maximum of 309,168 shares that could be issued if certain performance condition are achieved related to the January 1, 2014 award of performance restricted stock units, (iii) 122,137 restricted stock units that were granted on January 1, 2014, and (iv) 142,494 restricted stock units that were granted on December 31, 2013. |
(2) | No exercise price is payable with respect to the restricted stock units and performance restricted stock units. |
(3) | Reflects shares of common stock remaining available for future awards under our 2013 Stock Incentive Plans. |
37 |
(a)
|
(b)
|
(c)
|
(d)
|
|||||||||||||
Period
|
Total Number
of Shares Purchased (1) |
Average Price
Paid per Share |
Total Number of
Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum
Number (or Approximate Dollar Value) of Shares that May be Purchased Under these Plans or Programs |
||||||||||||
October 1, 2014 to October 31, 2014
|
17,337
|
$
|
34.19
|
-
|
-
|
|||||||||||
November 1, 2014 to November 30, 2014
|
-
|
-
|
-
|
-
|
||||||||||||
December 1, 2014 to December 31, 2014
|
35,902
|
$
|
39.07
|
-
|
-
|
|||||||||||
Total
|
53,239
|
$
|
37.48
|
-
|
-
|
(1) | Represents shares purchased from employees to pay the withholding taxes related to the vesting of restricted stock. The shares were not part of a publicly announced repurchase plan or program. |
38 |
Year Ended December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||||||
Operating Data
|
||||||||||||||||||||
Revenues from core operations
|
$
|
504,787
|
$
|
418,714
|
$
|
350,460
|
$
|
292,204
|
$
|
250,985
|
||||||||||
Revenues from nursing home operations
|
-
|
-
|
-
|
-
|
7,336
|
|||||||||||||||
Total revenues
|
$
|
504,787
|
$
|
418,714
|
$
|
350,460
|
$
|
292,204
|
$
|
258,321
|
||||||||||
Net income available to common stockholders
|
221,349
|
172,521
|
120,698
|
47,459
|
49,350
|
|||||||||||||||
Per share amounts:
|
||||||||||||||||||||
Net income available to common stockholders:
Basic
|
$
|
1.75
|
$
|
1.47
|
$
|
1.12
|
$
|
0.46
|
$
|
0.52
|
||||||||||
Diluted
|
1.74
|
1.46
|
1.12
|
0.46
|
0.52
|
|||||||||||||||
Dividends, Common Stock
(1)
|
$
|
2.02
|
$
|
1.86
|
$
|
1.69
|
$
|
1.55
|
$
|
1.37
|
||||||||||
Dividends, Series D Preferred
(1)
|
-
|
-
|
-
|
0.74
|
2.09
|
|||||||||||||||
Weighted-average common shares outstanding,
basic
|
126,550
|
117,257
|
107,591
|
102,119
|
94,056
|
|||||||||||||||
Weighted-average common shares outstanding,diluted
|
127,294
|
118,100
|
108,011
|
102,177
|
94,237
|
As of December 31,
|
||||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
( in thousands)
|
||||||||||||||||||||
Balance Sheet Data
|
||||||||||||||||||||
Gross investments
|
$
|
4,472,840
|
$
|
3,924,917
|
$
|
3,325,533
|
$
|
2,831,132
|
$
|
2,504,818
|
||||||||||
Total assets
|
3,921,645
|
3,462,216
|
2,982,005
|
2,557,312
|
2,304,007
|
|||||||||||||||
Revolving line of credit
|
85,000
|
326,000
|
158,000
|
272,500
|
-
|
|||||||||||||||
Term loan
|
200,000
|
200,000
|
100,000
|
-
|
-
|
|||||||||||||||
Other long-term borrowings
|
2,093,503
|
1,498,418
|
1,566,932
|
1,278,900
|
1,176,965
|
|||||||||||||||
Stockholders’ equity
|
1,401,327
|
1,300,103
|
1,011,329
|
878,484
|
1,004,066
|
|||||||||||||||
(1) | Dividends per share are those declared and paid during such period. |
39 |
(i) | those items discussed under “Risk Factors” in Item 1A of this report; |
(ii) | uncertainties relating to the business operations of the operators of our assets, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels; |
(iii) | the ability of any operators in bankruptcy to reject unexpired lease obligations, modify the terms of our mortgages and impede our ability to collect unpaid rent or interest during the process of a bankruptcy proceeding and retain security deposits for the debtors’ obligations; |
(iv) | our ability to sell closed or foreclosed assets on a timely basis and on terms that allow us to realize the carrying value of these assets; |
(v) | our ability to negotiate appropriate modifications to the terms of our credit facilities; |
(vi) | our ability to manage, re-lease or sell any owned and operated facilities; |
(vii) | the availability and cost of capital; |
(viii) | changes in our credit ratings and the ratings of our debt securities; |
(ix) | competition in the financing of healthcare facilities; |
(x) | regulatory and other changes in the healthcare sector; |
(xi) | the effect of economic and market conditions generally and, particularly, in the healthcare industry; |
(xii) | changes in the financial position of our operators; |
(xiii) | changes in interest rates; |
(xiv) | the amount and yield of any additional investments; |
(xv) | changes in tax laws and regulations affecting real estate investment trusts; |
(xvi) | the possibility that the proposed Merger with Aviv will not close, including by the failure to obtain applicable shareholder approvals or the failure to satisfy other closing conditions under the Merger Agreement or by the termination of the Merger Agreement; |
(xvii) | the possibility that the combined company will not realize estimated synergies or growth, or that such benefits may take longer to realize than expected; and |
(xviii) | our ability to maintain our status as a real estate investment trust. |
40 |
41 |
42 |
43 |
44 |
45 |
46 |
● | Rental income was $388.4 million, an increase of $13.3 million over the same period in 2013. The increase was the result of new investments made in 2013 and 2014 and lease amendments made since January 1, 2013. |
● | Direct financing lease income was $56.7 million, an increase of $51.5 million over the same period in 2013. The increase was primarily related to the timing of the New Ark transaction. The direct financing lease was entered into in November 2013. |
● | Mortgage interest income totaled $53.0 million, an increase of $23.7 million over the same period in 2013. The increase was primarily due to: (a) an incremental $298 million in a new mortgage loan (See $415 Million of Refinancing/Consolidating Mortgage Loans above) we entered into with an existing operator in the second quarter of 2014 and (b) a $112.5 million mortgage we entered into with an existing operator in the first quarter of 2014. |
● | Other investment income totaled $6.6 million, a decrease of $2.4 million over the same period in 2013. The decrease was primarily related to interest received on a mezzanine loan that was paid off in December 2013. |
● | Our depreciation and amortization expense was $123.3 million for the year ended December 31, 2014, compared to $128.6 million for the same period in 2013. The decrease of $5.4 million was primarily due to the acquisition of furniture and fixtures that we acquired several years ago as part of the Capital Source transaction that are now fully depreciated partially offset by the deprecation on fourth quarter of 2013 and 2014 acquisitions and capital renovation and improvement program. |
● | Our general and administrative expense, excluding stock-based compensation expense, was $17.3 million, compared to $15.6 million for the same period in 2013. The increase is primarily related to development costs related to securing additional beds license for future development. |
● | Our stock-based compensation expense was $8.6 million, an increase of $2.7 million over the same period in 2013. The increase was primarily due to new restricted stocks granted to employees in December 2013 and January 2014. |
● | In 2014, acquisition costs were $3.9 million, compared to $0.2 million for the same period in 2013. The $3.7 million increase was primarily the result of $3.3 million of acquisition related costs attributed to the pending Aviv Merger. |
● | In 2014, we recorded $3.7 million of provision for impairment, compared to $0.4 million for the same period in 2013. The $3.2 million increase in provision of impairment was primarily the result of two facilities that were closed in 2014. |
47 |
● | Our provision for uncollectible mortgages, notes and accounts receivable was $2.7 million, compared to $2.1 million for the same period in 2013. In 2014, we recorded $2.7 million provision for uncollectible receivables related to (i) a write-off of an effective yield interest receivable related to the refinancing (termination) of a mortgage receivable (see $415 Million of Refinancing/Consolidating Mortgage Loan above) and (ii) a straight-line receivable related to the transition of two facilities from an existing operator to a new operator. |
48 |
Year Ended December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Net income available to common
|
$
|
221,349
|
$
|
172,521
|
||||
(Deduct gain)/add back loss from real estate dispositions
|
(2,863
|
)
|
1,151
|
|||||
218,486
|
173,672
|
|||||||
Elimination of non-cash items included in net income:
|
||||||||
Depreciation and amortization
|
123,257
|
128,646
|
||||||
Add back impairments on real estate properties
|
3,660
|
415
|
||||||
Funds from operations available to common stockholders
|
$
|
345,403
|
$
|
302,733
|
||||
● | Rental income was $375.1 million, an increase of $60.5 million over the same period in 2012. The increase was primarily due to: (i) new investments made in 2012 and 2013 and (ii) the full year impact of the December 2012 Genesis merger with Sun and corresponding lease extension. In 2013, we recorded rental revenue associated with the 2012 acquisitions of approximately $54.7 million compared to approximately $11.0 million in 2012. In 2013, we recorded rental revenue associated with the 2013 acquisitions of approximately $0.6 million. |
● | Direct financing lease income of $5.2 million is a result of the November 2013 Ark transaction. |
● | Mortgage interest income totaled $29.4 million, a decrease of $1.1 million over the same period in 2012. The decrease was primarily due to the $12.2 million payoff of a mortgage in 2012. |
● | Other investment income totaled $8.9 million, an increase of $4.1 million over the same period in 2012. The increase was primarily the result of: (i) a new $25 million investment in a mezzanine loan that was entered into during the current year and paid off in December 2013. The mezzanine loan included an annual interest rate of 12%. In addition, we recorded approximately $1.4 million of additional income as a result of the payoff, including a prepayment penalty of $1.0 million and acceleration of fees that we received that were being amortized over the term of the loan. |
● | Our depreciation and amortization expense was $128.6 million for the year ended December 31, 2013, compared to $113.0 million for the same period in 2012. The increase is primarily due to (i) a full year of depreciation related to the fourth quarter 2012 acquisitions and (ii) additional depreciation associated with the 2013 new investment, including the 2013 acquisition and capital renovation and improvement program. |
● | Our general and administrative expense, excluding stock-based compensation expense, was $15.6 million, compared to $15.4 million for the same period in 2012. |
49 |
● | Both periods included stock-based compensation expense of $5.9 million. |
● | The $2.1 million recorded in provision for uncollectible mortgages, notes and accounts receivable in 2013 was primarily related to the write-off of straight-line receivables for 11 Arkansas facilities that were transitioned from a current operator to a new operator during the third quarter of 2013. |
● | In 2013, acquisition costs were $0.2 million, compared to $0.9 million for the same period in 2012. |
Year Ended December 31,
|
||||||||
2013
|
2012
|
|||||||
(in thousands)
|
||||||||
Net income available to common
|
$
|
172,521
|
$
|
120,698
|
||||
Add back loss/(deduct gain) from real estate dispositions
|
1,151
|
(11,799
|
)
|
|||||
173,672
|
108,899
|
|||||||
Elimination of non-cash items included in net income:
|
||||||||
Depreciation and amortization
|
128,646
|
112,983
|
||||||
Add back impairments on real estate properties
|
415
|
272
|
||||||
Funds from operations available to common stockholders
|
$
|
302,733
|
$
|
222,154
|
||||
50 |
Payments due by period
|
||||||||||||||||||||
Total
|
Less than
1 year
|
1-3 years
|
3-5 years
|
More than
5 years
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Debt
(1)
|
$
|
2,367,881
|
$
|
4,565
|
$
|
9,749
|
$
|
295,637
|
$
|
2,057,930
|
||||||||||
Interest payments on long-term debt
|
1,128,588
|
123,598
|
250,016
|
245,272
|
509,702
|
|||||||||||||||
Operating lease obligations
|
20,450
|
2,703
|
5,433
|
5,194
|
7,120
|
|||||||||||||||
Total
|
$
|
3,516,919
|
$
|
130,866
|
$
|
265,198
|
$
|
546,103
|
$
|
2,574,752
|
(1) | The $2.4 billion of debt outstanding includes (i) $85.0 million in borrowings under the $1.0 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”) due in June 2018; (ii) $200 million borrowings under the $200 million senior unsecured term loan (the “Term Loan Facility”) due in June 2019; (iii) $200 million aggregate principal amount of 7.5% Senior Notes due February 2020; (iv) $575 million aggregate principal amount of 6.75% Senior Notes due October 2022; (v) $400 million of 5.875% Senior Notes due March 2024; (vi) $400 million of 4.95% Senior Notes due April 2024; (vii) $250 million of 4.50% Senior Notes due January 2025; (viii) $20 million of 9.0% subordinated debt maturing in December 2021; (ix) $121 million of HUD Debt at a 4.85% annual interest rate and maturing between January 2040 and January 2045; (x) $57 million of HUD debt at a 3.06% weighted average annual interest rate maturing July 2044; (xi) $24 million of HUD debt at a 4.91% weighted average annual interest rate maturing April 2036; (xii) $27 million of HUD debt at a 4.73% weighted average annual interest rate maturing between February 2040 and February 2045 and (xiii) $9 million of HUD debt at a 4.35% weighted average annual interest rate maturing March 2041. |
51 |
52 |
53 |
54 |
55 |
56 |
57 |
58 |
● | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; |
● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |
● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |
59 |
60 |
Title of Document
|
Page
Number
|
||
F-1
|
|||
F-3
|
|||
F-4
|
|||
F-5
|
|||
F-6
|
|||
F-8
|
F-48
|
||
F-49
|
61 |
F- 1 |
F- 2 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Real estate properties
|
||||||||
Land and buildings
|
$
|
3,223,785
|
$
|
3,099,547
|
||||
Less accumulated depreciation
|
(821,712
|
)
|
(707,410
|
)
|
||||
Real estate properties – net
|
2,402,073
|
2,392,137
|
||||||
Investment in direct financing leases
|
539,232
|
529,445
|
||||||
Mortgage notes receivable
|
648,079
|
241,515
|
||||||
3,589,384
|
3,163,097
|
|||||||
Other investments
|
48,952
|
53,054
|
||||||
3,638,336
|
3,216,151
|
|||||||
Assets held for sale – net
|
12,792
|
1,356
|
||||||
Total investments
|
3,651,128
|
3,217,507
|
||||||
Cash and cash equivalents
|
4,489
|
2,616
|
||||||
Restricted cash
|
29,076
|
31,759
|
||||||
Accounts receivable – net
|
168,176
|
147,504
|
||||||
Other assets
|
68,776
|
62,830
|
||||||
Total assets
|
$
|
3,921,645
|
$
|
3,462,216
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Revolving line of credit
|
$
|
85,000
|
$
|
326,000
|
||||
Term loan
|
200,000
|
200,000
|
||||||
Secured borrowings
|
251,454
|
298,531
|
||||||
Unsecured borrowings – net
|
1,842,049
|
1,199,887
|
||||||
Accrued expenses and other liabilities
|
141,815
|
137,695
|
||||||
Total liabilities
|
2,520,318
|
2,162,113
|
||||||
Stockholders’ equity:
|
||||||||
Common stock $.10 par value authorized – 200,000 shares, issued and outstanding – 127,606 shares as of December 31, 2014 and 123,530 as of December 31, 2013
|
12,761
|
12,353
|
||||||
Common stock – additional paid-in capital
|
2,136,234
|
1,998,169
|
||||||
Cumulative net earnings
|
1,147,998
|
926,649
|
||||||
Cumulative dividends paid
|
(1,895,666
|
)
|
(1,637,068
|
)
|
||||
Total stockholders’ equity
|
1,401,327
|
1,300,103
|
||||||
Total liabilities and stockholders’ equity
|
$
|
3,921,645
|
$
|
3,462,216
|
F- 3 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Revenues
|
||||||||||||
Rental income
|
$
|
388,443
|
$
|
375,135
|
$
|
314,592
|
||||||
Income from direct financing leases
|
56,719
|
5,203
|
-
|
|||||||||
Mortgage interest income
|
53,007
|
29,351
|
30,446
|
|||||||||
Other investment income – net
|
6,618
|
9,025
|
5,422
|
|||||||||
Total operating revenues
|
504,787
|
418,714
|
350,460
|
|||||||||
Expenses
|
||||||||||||
Depreciation and amortization
|
123,257
|
128,646
|
112,983
|
|||||||||
General and administrative
|
25,888
|
21,588
|
21,330
|
|||||||||
Acquisition costs
|
3,948
|
245
|
909
|
|||||||||
Impairment on real estate properties
|
3,660
|
415
|
272
|
|||||||||
Provisions for uncollectible mortgages, notes and accounts receivable
|
2,723
|
2,141
|
-
|
|||||||||
Total operating expenses
|
159,476
|
153,035
|
135,494
|
|||||||||
Income before other income and expense
|
345,311
|
265,679
|
214,966
|
|||||||||
Other income (expense)
|
||||||||||||
Interest income
|
44
|
41
|
29
|
|||||||||
Interest expense
|
(119,369
|
)
|
(100,381
|
)
|
(95,527
|
)
|
||||||
Interest – amortization of deferred financing costs
|
(4,459
|
)
|
(2,779
|
)
|
(2,649
|
)
|
||||||
Interest – refinancing (costs) gain
|
(3,041
|
)
|
11,112
|
(7,920
|
)
|
|||||||
Total other expense
|
(126,825
|
)
|
(92,007
|
)
|
(106,067
|
)
|
||||||
Income before gain (loss) on assets sold
|
218,486
|
173,672
|
108,899
|
|||||||||
Gain (loss) on assets sold – net
|
2,863
|
(1,151
|
)
|
11,799
|
||||||||
Net income available to common stockholders
|
$
|
221,349
|
$
|
172,521
|
$
|
120,698
|
||||||
Income per common share available to common stockholders:
|
||||||||||||
Basic:
|
||||||||||||
Net income
|
$
|
1.75
|
$
|
1.47
|
$
|
1.12
|
||||||
Diluted:
|
||||||||||||
Net income
|
$
|
1.74
|
$
|
1.46
|
$
|
1.12
|
||||||
Weighted-average shares outstanding, basic
|
126,550
|
117,257
|
107,591
|
|||||||||
Weighted-average shares outstanding, diluted
|
127,294
|
118,100
|
108,011
|
|||||||||
F- 4 |
Common Stock
Par Value
|
Common Stock Additional
Paid‑in Capital
|
Cumulative
Net Earnings
|
Cumulative Dividends
Paid
|
Total
|
||||||||||||||||
Balance at December 31, 2011 (103,410 common shares)
|
$
|
10,341
|
$
|
1,471,381
|
$
|
633,430
|
$
|
(1,236,668
|
)
|
$
|
878,484
|
|||||||||
Issuance of common stock:
|
||||||||||||||||||||
Grant of restricted stock to company executives (428 shares)
|
43
|
(43
|
)
|
—
|
—
|
—
|
||||||||||||||
Grant of restricted stock to company directors (13 shares at $20.29 per share)
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||||
Amortization of restricted stock
|
—
|
5,880
|
—
|
—
|
5,880
|
|||||||||||||||
Vesting of restricted stock to company executives, net of tax withholdings (72 shares)
|
7
|
(1,247
|
)
|
—
|
—
|
(1,240
|
)
|
|||||||||||||
Dividend reinvestment plan (5,063 shares at $22.11 per share)
|
506
|
111,408
|
—
|
—
|
111,914
|
|||||||||||||||
Grant of stock as payment of directors fees (9 shares at an average of $22.17 per share)
|
1
|
199
|
—
|
—
|
200
|
|||||||||||||||
Equity Shelf Program (3,398 shares at $23.47 per share, net of issuance costs)
|
340
|
77,278
|
—
|
—
|
77,618
|
|||||||||||||||
Net income
|
—
|
—
|
120,698
|
—
|
120,698
|
|||||||||||||||
Common dividends ($1.69 per share)
|
—
|
—
|
—
|
(182,225
|
)
|
(182,225
|
)
|
|||||||||||||
Balance at December 31, 2012 (112,393 common shares)
|
11,239
|
1,664,855
|
754,128
|
(1,418,893
|
)
|
1,011,329
|
||||||||||||||
Issuance of common stock:
|
||||||||||||||||||||
Grant of restricted stock to company directors (15 shares at $30.33 per share)
|
2
|
(2
|
)
|
—
|
—
|
—
|
||||||||||||||
Amortization of restricted stock
|
—
|
5,817
|
—
|
—
|
5,817
|
|||||||||||||||
Restricted stock shares surrendered for tax withholding (193 shares)
|
(19
|
)
|
(5,755
|
)
|
—
|
—
|
(5,774
|
)
|
||||||||||||
Dividend reinvestment plan (1,930 shares at $28.94 per share)
|
193
|
55,632
|
—
|
—
|
55,825
|
|||||||||||||||
Grant of stock as payment of directors fees (6 shares at an average of $31.21 per share)
|
—
|
187
|
—
|
—
|
187
|
|||||||||||||||
Equity Shelf Program (6,504 shares at $30.48 per share, net of issuance costs)
|
650
|
193,149
|
—
|
—
|
193,799
|
|||||||||||||||
Issuance of common stock(2,875 shares at $29.48 per share)
|
288
|
84,286
|
—
|
—
|
84,574
|
|||||||||||||||
Net income
|
—
|
—
|
172,521
|
—
|
172,521
|
|||||||||||||||
Common dividends ($1.86 per share)
|
—
|
—
|
—
|
(218,175
|
)
|
(218,175
|
)
|
|||||||||||||
Balance at December 31, 2013 (123,530 common shares)
|
12,353
|
1,998,169
|
926,649
|
(1,637,068
|
)
|
1,300,103
|
||||||||||||||
Issuance of common stock:
|
||||||||||||||||||||
Grant of restricted stock to company directors (12 shares at $35.79 per share)
|
1
|
(1
|
)
|
—
|
—
|
—
|
||||||||||||||
Amortization of restricted stock
|
—
|
8,382
|
—
|
—
|
8,382
|
|||||||||||||||
Vesting of restricted stock to company executives, net of tax withholdings (126 shares)
|
13
|
(3,590
|
)
|
—
|
—
|
(3,577
|
)
|
|||||||||||||
Dividend reinvestment plan (2,084 shares at $34.32 per share)
|
208
|
71,279
|
—
|
—
|
71,487
|
|||||||||||||||
Grant of stock as payment of directors fees (6 shares at an average of $35.52 per share)
|
1
|
199
|
—
|
—
|
200
|
|||||||||||||||
Equity Shelf Program (1,848 shares at $34.33 per share, net of issuance costs)
|
185
|
61,796
|
—
|
—
|
61,981
|
|||||||||||||||
Net income
|
—
|
—
|
221,349
|
—
|
221,349
|
|||||||||||||||
Common dividends ($2.02 per share)
|
—
|
—
|
—
|
(258,598
|
)
|
(258,598
|
)
|
|||||||||||||
Balance at December 31, 2014 (127,606 common shares)
|
$
|
12,761
|
$
|
2,136,234
|
$
|
1,147,998
|
$
|
(1,895,666
|
)
|
$
|
1,401,327
|
F- 5 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash flows from operating activities
|
||||||||||||
Net income
|
221,349
|
$
|
172,521
|
$
|
120,698
|
|||||||
Adjustment to reconcile net income to cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
123,257
|
128,646
|
112,983
|
|||||||||
Provision for impairment on real estate properties
|
3,660
|
415
|
272
|
|||||||||
Provision for uncollectible mortgages, notes and accounts receivable
|
2,723
|
2,141
|
—
|
|||||||||
Amortization of deferred financing and debt extinguishment costs (gain)
|
7,500
|
(8,333
|
)
|
10,569
|
||||||||
Accretion of direct financing leases
|
(9,787
|
)
|
(770
|
)
|
—
|
|||||||
Restricted stock amortization expense
|
8,592
|
5,942
|
5,942
|
|||||||||
(Gain) loss on assets sold – net
|
(2,863
|
)
|
1,151
|
(11,799
|
)
|
|||||||
Amortization of acquired in-place leases - net
|
(4,986
|
)
|
(5,083
|
)
|
(5,312
|
)
|
||||||
Other
|
—
|
—
|
(663
|
)
|
||||||||
Change in operating assets and liabilities – net of amounts assumed/acquired:
|
||||||||||||
Accounts receivable, net
|
(2,264
|
)
|
867
|
(246
|
)
|
|||||||
Straight-line rent receivables
|
(20,956
|
)
|
(26,899
|
)
|
(25,404
|
)
|
||||||
Lease inducements
|
2,656
|
3,080
|
3,369
|
|||||||||
Effective yield receivable on mortgage notes
|
(2,878
|
)
|
(1,757
|
)
|
(2,235
|
)
|
||||||
Other operating assets and liabilities
|
11,537
|
8,028
|
97
|
|||||||||
Net cash provided by operating activities
|
337,540
|
279,949
|
208,271
|
|||||||||
Cash flows from investing activities
|
||||||||||||
Acquisition of real estate – net of liabilities assumed and escrows acquired
|
(131,689
|
)
|
(32,515
|
)
|
(396,623
|
)
|
||||||
Investment in direct financing leases
|
—
|
(528,675
|
)
|
—
|
||||||||
Placement of mortgage loans
|
(529,548
|
)
|
(3,378
|
)
|
(11,969
|
)
|
||||||
Proceeds from sale of real estate investments – net
|
4,077
|
2,292
|
29,023
|
|||||||||
Capital improvements to real estate investments
|
(17,917
|
)
|
(31,347
|
)
|
(29,436
|
)
|
||||||
Proceeds from other investments
|
13,589
|
30,962
|
15,355
|
|||||||||
Investments in other investments
|
(9,441
|
)
|
(36,655
|
)
|
(9,737
|
)
|
||||||
Collection of mortgage principal
|
122,984
|
485
|
12,684
|
|||||||||
Net cash used in investing activities
|
(547,945
|
)
|
(598,831
|
)
|
(390,703
|
)
|
||||||
Cash flows from financing activities
|
||||||||||||
Proceeds from credit facility borrowings
|
900,000
|
511,000
|
712,000
|
|||||||||
Payments on credit facility borrowings
|
(1,141,000
|
)
|
(343,000
|
)
|
(726,500
|
)
|
||||||
Proceeds from term loan
|
—
|
100,000
|
—
|
|||||||||
Receipts of other long-term borrowings
|
842,148
|
59,355
|
400,000
|
|||||||||
Payments of other long-term borrowings
|
(242,544
|
)
|
(114,642
|
)
|
(190,686
|
)
|
||||||
Payments of financing related costs
|
(17,716
|
)
|
(3,234
|
)
|
(17,124
|
)
|
||||||
Receipts from dividend reinvestment plan
|
71,487
|
55,825
|
111,914
|
|||||||||
Payments for exercised options and restricted stock – net
|
(3,577
|
)
|
(5,774
|
)
|
(1,240
|
)
|
||||||
Net proceeds from issuance of common stock
|
61,981
|
278,373
|
77,618
|
|||||||||
Dividends paid
|
(258,501
|
)
|
(218,116
|
)
|
(182,190
|
)
|
||||||
Net cash provided by financing activities
|
212,278
|
319,787
|
183,792
|
|||||||||
Increase in cash and cash equivalents
|
1,873
|
905
|
1,360
|
|||||||||
Cash and cash equivalents at beginning of year
|
2,616
|
1,711
|
351
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
4,489
|
$
|
2,616
|
$
|
1,711
|
||||||
Interest paid during the period, net of amounts capitalized
|
$
|
110,919
|
$
|
100,716
|
$
|
94,841
|
F- 6 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Assumed debt obligations
|
$
|
—
|
$
|
—
|
$
|
80,946
|
||||||
Assumed other assets/liabilities
|
—
|
—
|
13,640
|
|||||||||
Total non-cash real estate acquisition related items
|
$
|
—
|
$
|
—
|
$
|
94,586
|
F- 7 |
● | Level 1 - quoted prices for identical instruments in active markets; |
● | Level 2 - quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and |
● | Level 3 - fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
F- 8 |
● | Land is determined based on third party appraisals. |
● | Buildings and site improvements acquired are valued using a combination of discounted cash flow projections that assume certain future revenue and costs and consider capitalization and discount rates using current market conditions as well as replacement cost analysis. |
● | Furniture and fixture is determined based on third party appraisals. |
● | Intangible assets acquired are valued using a combination of discounted cash flow projections as well as other valuation techniques based on current market conditions for the intangible asset being acquired. For additional information regarding above and below market leases assumed as part of an acquisition see “In-Place Leases” below. |
● | Other assets acquired and liabilities assumed are typically valued at stated amounts, which approximate fair value on the date of the acquisition. |
● | Assumed debt balances are valued by discounting the contractual cash flows using a current market rate of interest rate, with the computed discount/premium amortized over the remaining term of the obligation assumed. |
F- 9 |
(in millions)
|
||||
2015
|
$
|
4.3
|
||
2016
|
3.1
|
|||
2017
|
2.0
|
|||
2018
|
1.7
|
|||
2019
|
1.5
|
|||
Thereafter
|
5.4
|
|||
Total
|
$
|
18.0
|
F- 10 |
F- 11 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Contractual receivables
|
$
|
4,799
|
$
|
2,941
|
||||
Effective yield interest receivables
|
6,232
|
5,333
|
||||||
Straight-line receivables
|
143,652
|
123,486
|
||||||
Lease inducements
|
13,571
|
16,228
|
||||||
Allowance
|
(78
|
)
|
(484
|
)
|
||||
Accounts receivable – net
|
$
|
168,176
|
$
|
147,504
|
F- 12 |
F- 13 |
F- 14 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Buildings
|
$
|
2,745,872
|
$
|
2,631,774
|
||||
Site improvement and equipment
|
227,411
|
222,394
|
||||||
Land
|
250,502
|
245,379
|
||||||
3,223,785
|
3,099,547
|
|||||||
Less accumulated depreciation
|
(821,712
|
)
|
(707,410
|
)
|
||||
Total
|
$
|
2,402,073
|
$
|
2,392,137
|
(in thousands)
|
||||
2015
|
$
|
380,157
|
||
2016
|
387,580
|
|||
2017
|
395,079
|
|||
2018
|
381,697
|
|||
2019
|
364,405
|
|||
Thereafter
|
1,823,132
|
|||
Total
|
$
|
3,732,050
|
F- 15 |
F- 16 |
F- 17 |
F- 18 |
Pro Forma
|
||||||||
Year Ended December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands, except per share
amounts, unaudited) |
||||||||
Revenues
|
$
|
512,370
|
$
|
432,031
|
||||
Net income available to common stockholders
|
224,183
|
177,589
|
||||||
Earnings per share – diluted:
|
||||||||
Net income available to common stockholders – as reported
|
$
|
1.74
|
$
|
1.46
|
||||
Net income available to common stockholders – pro forma
|
$
|
1.76
|
$
|
1.50
|
Properties Held-For-Sale
|
||||||||
Number of
Properties |
Net Book Value
(in thousands) |
|||||||
December 31, 2012
(1)
|
3
|
$ |
1,020
|
|
||||
Properties sold
|
-
|
-
|
||||||
Properties added
|
1
|
336
|
||||||
December 31, 2013
(2)
|
4
|
|
1,356
|
|
||||
Properties sold
(3)
|
(3
|
)
|
(686
|
)
|
||||
Properties added
|
3
|
12,122
|
||||||
December 31, 2014
(2)
|
4
|
$
|
12,792
|
|
||||
(1) | Includes one parcel of land and two facilities. |
(2) | Includes one parcel of land and three facilities. |
(3) | In 2014, we sold these facilities for approximately $2.8 million in net proceeds recognizing a gain on sale of approximately $2.0 million. |
F- 19 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Minimum lease payments receivable
|
$
|
4,244,067
|
$
|
4,291,067
|
||||
Estimated residual values
|
—
|
—
|
||||||
Less unearned income
|
(3,704,835
|
)
|
(3,761,622
|
)
|
||||
Net investment in direct financing leases
|
$
|
539,232
|
$
|
529,445
|
||||
Properties subject to direct financing leases
|
56
|
56
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
$47,000
|
$47,032
|
$47,482
|
$48,669
|
$49,886
|
F- 20 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Mortgage note due 2014; interest at 11.00%
|
$
|
-
|
$
|
5,000
|
||||
Mortgage note due 2021; interest at 12.50%
|
-
|
5,574
|
||||||
Mortgage note due 2021; interest at 11.00%
|
-
|
91,123
|
||||||
Mortgage note due 2021; interest at 10.00%
|
-
|
913
|
||||||
Mortgage note due 2021; interest at 10.25%
|
1,326
|
-
|
||||||
Mortgage note due 2022; interest at 12.50%
|
-
|
5,310
|
||||||
Four Mortgage notes due 2022; interest at 12.00%
|
7,395
|
7,313
|
||||||
Mortgage note due 2023; interest at 11.00%
|
69,928
|
69,928
|
||||||
Mortgage note due 2023; interest at 12.50%
|
-
|
7,782
|
||||||
Mortgage note due 2023; interest at 12.50%
|
-
|
6,175
|
||||||
Mortgage note due 2024; interest at 9.50%
|
112,500
|
-
|
||||||
Mortgage note due 2029; monthly payment of $90,000, including interest at 9.00%
|
414,550
|
-
|
||||||
Mortgage note due 2030; interest at 10.82%
|
15,880
|
15,897
|
||||||
Four Mortgage notes due 2046; interest at 12.00%
|
26,500
|
26,500
|
||||||
Total mortgages — net
(1)
|
$
|
648,079
|
$
|
241,515
|
(1) | As of December 31, 2013 and 2014 we have no allowance for loan loss for any of our mortgages. |
F- 21 |
F- 22 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
(in thousands)
|
||||||||
Other investment notes due 2015
|
$
|
141
|
$
|
2,318
|
||||
Other investment notes due 2021 - 2023
|
16,182
|
13,427
|
||||||
Other investment note due 2014
|
-
|
62
|
||||||
$31.5 million other investment note due 2017
|
23,500
|
23,750
|
||||||
$2.5 million other investment note due 2014
|
1,640
|
546
|
||||||
$6.0 million other investment note due 2015
|
5,439
|
5,439
|
||||||
$1.3 million other investment note due 2017
|
1,300
|
1,300
|
||||||
$1.5 million other investment note due 2014
|
-
|
1,456
|
||||||
$0.9 million other investment note due 2015
|
750
|
-
|
||||||
Notes receivable, gross
(1)
|
48,952
|
48,298
|
||||||
Allowance for loss on notes receivable
|
-
|
(1,977
|
)
|
|||||
Notes receivable, net
|
48,952
|
46,321
|
||||||
Other
|
-
|
2,400
|
||||||
Marketable securities
|
-
|
4,333
|
||||||
Total other investments
|
$
|
48,952
|
$
|
53,054
|
(1) | These notes bear interest at a weighted average rate of approximately 10% annually as of December 31, 2014. |
F- 23 |
F- 24 |
Current
|
December 31,
|
|||||||||||||||
Maturity
|
Rate
|
2014
|
2013
|
|||||||||||||
(in thousands)
|
||||||||||||||||
Secured borrowings:
|
||||||||||||||||
HUD mortgages assumed June 2010
(1)
|
2040 - 2045
|
4.85
|
%
|
$
|
126,319
|
$
|
128,641
|
|||||||||
HUD mortgages assumed October 2011
(1)
|
2036
|
4.91
|
%
|
26,658
|
31,145
|
|||||||||||
HUD mortgages assumed December 2011
(1) (2)
|
2044
|
3.06
|
%
|
57,416
|
58,592
|
|||||||||||
HUD mortgages assumed December 2012
(1)
|
2040 - 2045
|
4.64
|
%
|
41,061
|
80,153
|
|||||||||||
Total secured borrowings
|
251,454
|
298,531
|
||||||||||||||
Unsecured borrowings:
|
||||||||||||||||
Revolving line of credit
|
2018
|
1.72
|
%
|
85,000
|
326,000
|
|||||||||||
Term loan
|
2019
|
1.67
|
%
|
200,000
|
200,000
|
|||||||||||
285,000
|
526,000
|
|||||||||||||||
2020 notes
|
2020
|
7.50
|
%
|
200,000
|
200,000
|
|||||||||||
2022 notes
|
2022
|
6.75
|
%
|
575,000
|
575,000
|
|||||||||||
2024 notes
|
2024
|
5.875
|
%
|
400,000
|
400,000
|
|||||||||||
2024 notes
|
2024
|
4.95
|
%
|
400,000
|
—
|
|||||||||||
2025 notes
|
2025
|
4.50
|
%
|
250,000
|
—
|
|||||||||||
Subordinated debt
|
2021
|
9.00
|
%
|
20,747
|
20,892
|
|||||||||||
1,845,747
|
1,195,892
|
|||||||||||||||
(Discount) premium - net
|
(3,698
|
)
|
3,995
|
|||||||||||||
Total unsecured borrowings
|
2,127,049
|
1,725,887
|
||||||||||||||
Totals – net
|
$
|
2,378,503
|
$
|
2,024,418
|
(1) | Reflects the weighted average interest rate on the mortgages. |
(2) | The debt was refinanced in March 2013. |
F- 25 |
F- 26 |
F- 27 |
F- 28 |
(in thousands)
|
||||
2015
|
$
|
4,565
|
||
2016
|
4,768
|
|||
2017
|
4,981
|
|||
2018
|
90,202
|
|||
2019
|
205,435
|
|||
Thereafter
|
2,057,930
|
|||
Totals
|
$
|
2,367,881
|
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands)
|
||||||||||||
Write off of deferred financing cost and unamortized premiums due to refinancing
(1) (2)(3)
|
$
|
1,180
|
$
|
(11,278
|
)
|
$
|
3,024
|
|||||
Prepayment and other costs associated with refinancing
(4)
|
1,861
|
166
|
4,896
|
|||||||||
Total debt extinguishment costs (gain)
|
$
|
3,041
|
$
|
(11,112
|
)
|
$
|
7,920
|
|||||
(1) | In 2014, we recorded: (a) $2.6 million write-off of deferred financing costs associated with the termination of the 2012 Credit Facilities, (b) $2.0 million write-off of deferred financing costs associated with the termination of our 2013 Term Loan Facility offset by (c) $3.5 million gain related to the early extinguishment of debt from the write off of unamortized premium on the HUD debt paid off in September and December 2014. |
(2) | In 2013, we recorded an $11.3 million interest refinancing gain associated with the write-off of the unamortized premium for debt assumed on 11 HUD mortgage loans that we paid off in May 2013. |
(3) | In 2012, we wrote-off: (a) $2.2 million deferred financing costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes; and (b) $2.5 million deferred financing costs associated with the termination of our $475 million 2011 Credit Facility. These costs were offset by a $1.7 million gain resulting from the write-off of the unamortized premium on the four HUD loans that were paid off in the second quarter of 2012. |
(4) | In 2014, we made prepayment penalties of $1.9 million associated with five HUD mortgage loans that we paid off in September and October 2014. In 2013, we made prepayment penalties of $0.2 million associated with 11 HUD mortgage loans that we paid off in May 2013. In 2012, we incurred $4.9 million of prepayment penalties and other costs associated with the tender offer and redemption of our $175 million 7% 2016 Notes. |
F- 29 |
2014
|
2013
|
|||||||||||||||
Carrying
Amount
|
Fair
Value
|
Carrying
Amount
|
Fair
Value
|
|||||||||||||
Assets:
|
(in thousands)
|
|||||||||||||||
Cash and cash equivalents
|
$
|
4,489
|
$
|
4,489
|
$
|
2,616
|
$
|
2,616
|
||||||||
Restricted cash
|
29,076
|
29,076
|
31,759
|
31,759
|
||||||||||||
Investment in direct financing leases
|
539,232
|
539,232
|
529,445
|
529,445
|
||||||||||||
Mortgage notes receivable – net
|
648,079
|
642,626
|
241,515
|
240,482
|
||||||||||||
Other investments – net
|
48,952
|
49,513
|
53,054
|
50,124
|
||||||||||||
Totals
|
$
|
1,269,828
|
$
|
1,264,936
|
$
|
858,389
|
$
|
854,426
|
||||||||
Liabilities:
|
||||||||||||||||
Revolving line of credit
|
$
|
85,000
|
$
|
85,000
|
$
|
326,000
|
$
|
326,000
|
||||||||
Term loan
|
200,000
|
200,000
|
200,000
|
200,000
|
||||||||||||
7.50% notes due 2020 – net
|
198,235
|
264,269
|
197,890
|
256,852
|
||||||||||||
6.75% notes due 2022 – net
|
580,410
|
677,851
|
581,105
|
735,687
|
||||||||||||
5.875% notes due 2024 – net
|
400,000
|
449,242
|
400,000
|
411,266
|
||||||||||||
4.95% notes due 2024 – net
|
394,768
|
410,358
|
—
|
—
|
||||||||||||
4.50% notes due 2025 – net
|
247,889
|
244,053
|
—
|
—
|
||||||||||||
HUD debt
|
251,454
|
266,434
|
298,531
|
287,718
|
||||||||||||
Subordinated debt
|
20,747
|
26,434
|
20,892
|
28,849
|
||||||||||||
Totals
|
$
|
2,378,503
|
$
|
2,623,641
|
$
|
2,024,418
|
$
|
2,246,372
|
● | Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the balance sheet approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1). |
● | Mortgage notes receivable: The fair values of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). |
● | Direct financing leases: The fair values of the direct financing receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). |
F- 30 |
● | Other investments: Other investments are primarily comprised of: (i) notes receivable and (ii) an investment in redeemable non-convertible preferred security of an unconsolidated business accounted for using the cost method of accounting. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3). The fair value of the investment in the unconsolidated business is estimated using quoted market value and considers the terms of the underlying arrangement (Level 3). |
● | Revolving lines of credit and term loan: The fair value of our borrowings under variable rate agreements are estimated using an expected present value technique based on expected cash flows discounted using the current market rates (Level 3). |
● | Senior notes and other long-term borrowings: The fair value of our borrowings under fixed rate agreements are estimated based on open market trading activity provided by a third party (Level 2). |
● | HUD debt: The fair value of our borrowings under HUD debt agreements are estimated based on quotes obtained by HUD debt brokers (Level 2). |
F- 31 |
F- 32 |
F- 33 |
Number of Shares/Units
|
Weighted - Average Grant-Date Fair Value per Share
|
Compensation Cost
(1)
(in millions)
|
||||||||||
Non-vested at December 31, 2011
|
458,302
|
$
|
22.31
|
|||||||||
Granted during 2012
|
15,500
|
20.29
|
$
|
0.3
|
||||||||
Vested during 2012
|
(14,300
|
)
|
19.56
|
|||||||||
Non-vested at December 31, 2012
|
459,502
|
$
|
22.33
|
|||||||||
Granted during 2013
|
241,699
|
29.87
|
$
|
7.2
|
||||||||
Vested during 2013
|
(444,003
|
)
|
22.38
|
|||||||||
Non-vested at December 31, 2013
|
257,198
|
$
|
29.32
|
|||||||||
Granted during 2014
|
143,637
|
30.70
|
$
|
4.4
|
||||||||
Vested during 2014
|
(90,901
|
)
|
28.87
|
|||||||||
Non-vested at December 31, 2014
|
309,934
|
$
|
30.08
|
F- 34 |
F- 35 |
|
|
|
|
|||
|
January 1, 2012
|
January 1, 2013
|
December 31, 2013
and January 1, 2014 |
|||
|
|
|
|
|||
Closing Price on date of grant
|
$
|
19.35
|
$
|
23.85
|
$
|
29.80
|
Dividend Yield
|
8.27%
|
4.24%
|
6.44%
|
|||
Risk Free interest rate at time of grant
|
0.03% to 0.35%
|
0.05% to 0.43%
|
0.04% to 0.86%
|
|||
Expected volatility
|
35.64% to 38.53%
|
15.56% to 23.83%
|
24.16% to 25.86%
|
F- 36 |
Number of Shares
|
Weighted-Average Grant-Date Fair Value per Share
|
Compensation Cost
(1)
(in millions)
|
||||||||||
Non-vested at December 31, 2011
|
372,735
|
$
|
11.36
|
|||||||||
Granted during 2012
|
124,244
|
9.61
|
$
|
1.2
|
||||||||
Vested during 2012
|
(124,244
|
)
|
9.61
|
|||||||||
Non-vested at December 31, 2012
|
372,735
|
$
|
11.36
|
|||||||||
Granted during 2013
|
665,289
|
10.36
|
$
|
6.9
|
||||||||
Vested during 2013
(2)
|
-
|
-
|
||||||||||
Non-vested at December 31, 2013
|
1,038,024
|
$
|
10.72
|
|||||||||
Granted during 2014
|
309,168
|
11.46
|
$
|
3.5
|
||||||||
Vested during 2014
(3)
|
(496,979
|
)
|
10.75
|
|||||||||
Non-vested at December 31, 2014
|
850,213
|
$
|
10.97
|
(1) | Total compensation cost to be recognized on the awards was based on grant date fair value or the modification date fair value. |
(2) | Subsequent to December 31, 2013, the board of directors reviewed the performance measure for the 372,735 PRSUs granted in January 2011 and outstanding at December 31, 2012 as well as the 124,244 shares granted in January 2013 and determined the PRSUs were earned. |
(3) | In January 2014, the 124,244 PRSUs granted in January 2013 vested and were issued to the employees. The 372,735 PRSUs granted in 2011 vested 25% on March 31, June 30, September 30 and December 31, 2014. |
|
Grant
Year |
Shares/
Units |
Grant Date
Average Fair Value Per Unit/ Share |
Total
Compensation Cost
(in millions)
|
Weighted
Average Period of Expense Recognition (in months) |
Unrecognized Compensation
Cost
(in millions)
|
|||||||||||||||
Restricted stock units
|
2013
|
213,741
|
29.80
|
6.4
|
36
|
4.2
|
|||||||||||||||
2015 Transition TSR PRSUs
|
2013
|
77,369
|
7.48
|
0.6
|
24
|
0.3
|
|||||||||||||||
2016 Transition TSR PRSUs
|
2013
|
115,785
|
8.67
|
1.0
|
36
|
0.7
|
|||||||||||||||
2015 Transition Relative TSR PRSUs
|
2013
|
77,368
|
13.06
|
1.0
|
24
|
0.5
|
|||||||||||||||
2016 Transition Relative TSR PRSUs
|
2013
|
115,781
|
14.25
|
1.7
|
36
|
1.1
|
|||||||||||||||
Restricted stock units
|
2014
|
122,137
|
29.80
|
3.6
|
36
|
2.4
|
|||||||||||||||
2016 TSR PRSUs
|
2014
|
154,584
|
8.67
|
1.3
|
48
|
1.0
|
|||||||||||||||
2016 Relative TSR PRSUs
|
2014
|
154,584
|
14.25
|
2.2
|
48
|
1.7
|
|||||||||||||||
Total
|
1,031,349
|
$
|
17.25
|
$
|
17.8
|
$
|
11.9
|
F- 37 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Common
|
||||||||||||
Ordinary income
|
$
|
1.834
|
$
|
1.536
|
$
|
0.884
|
||||||
Return of capital
|
0.186
|
0.324
|
0.806
|
|||||||||
Total dividends paid
|
$
|
2.020
|
$
|
1.860
|
$
|
1.690
|
F- 38 |
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
(in thousands, except per share amounts)
|
||||||||||||||||
2014
|
||||||||||||||||
Revenues
|
$
|
121,001
|
$
|
121,800
|
$
|
130,665
|
$
|
131,321
|
||||||||
Net income
|
55,829
|
46,817
|
61,713
|
56,990
|
||||||||||||
Net income available to common stockholders
|
55,829
|
46,817
|
61,713
|
56,990
|
||||||||||||
Net income available to common per share:
|
||||||||||||||||
Basic
|
$
|
0.45
|
$
|
0.37
|
$
|
0.48
|
$
|
0.45
|
||||||||
Diluted
|
$
|
0.45
|
$
|
0.37
|
$
|
0.48
|
$
|
0.44
|
||||||||
Cash dividends paid on common stock
|
$
|
0.49
|
$
|
0.50
|
$
|
0.51
|
$
|
0.52
|
||||||||
2013
|
||||||||||||||||
Revenues
|
$
|
101,761
|
$
|
102,515
|
$
|
103,301
|
$
|
111,137
|
||||||||
Net income
|
38,120
|
49,058
|
38,137
|
47,206
|
||||||||||||
Net income available to common stockholders
|
38,120
|
49,058
|
38,137
|
47,206
|
||||||||||||
Net income available to common per share:
|
||||||||||||||||
Basic
|
$
|
0.34
|
$
|
0.42
|
$
|
0.32
|
$
|
0.39
|
||||||||
Diluted
|
$
|
0.34
|
$
|
0.42
|
$
|
0.32
|
$
|
0.38
|
||||||||
Cash dividends paid on common stock
|
$
|
0.45
|
$
|
0.46
|
$
|
0.47
|
$
|
0.48
|
F- 39 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
(in thousands, except per share amounts)
|
||||||||||||
Numerator:
|
||||||||||||
Net income
|
$
|
221,349
|
$
|
172,521
|
$
|
120,698
|
||||||
Numerator for net income available to common per share - basic and diluted
|
$
|
221,349
|
$
|
172,521
|
$
|
120,698
|
||||||
Denominator:
|
||||||||||||
Denominator for basic earnings per share
|
126,550
|
117,257
|
107,591
|
|||||||||
Effect of dilutive securities:
|
||||||||||||
Common stock equivalents
|
744
|
843
|
420
|
|||||||||
Denominator for diluted earnings per share
|
127,294
|
118,100
|
108,011
|
Earnings per share - basic:
|
||||||||||||
Net income - basic
|
$
|
1.75
|
$
|
1.47
|
$
|
1.12
|
||||||
Earnings per share - diluted:
|
||||||||||||
Net income - diluted
|
$
|
1.74
|
$
|
1.46
|
$
|
1.12
|
F- 40 |
F- 41 |
December 31, 2014
|
||||||||||||||||
Issuer & Subsidiary Guarantors
|
Non – Guarantor Subsidiaries
|
Elimination Company
|
Consolidated
|
|||||||||||||
ASSETS
|
||||||||||||||||
Real estate properties
|
||||||||||||||||
Land and buildings
|
$
|
2,834,498
|
$
|
389,287
|
$
|
—
|
$
|
3,223,785
|
||||||||
Less accumulated depreciation
|
(754,517
|
)
|
(67,195
|
)
|
—
|
(821,712
|
)
|
|||||||||
Real estate properties – net
|
2,079,981
|
322,092
|
—
|
2,402,073
|
||||||||||||
Investment in direct financing leases
|
539,232
|
—
|
—
|
539,232
|
||||||||||||
Mortgage notes receivable – net
|
648,079
|
—
|
—
|
648,079
|
||||||||||||
3,267,292
|
322,092
|
—
|
3,589,384
|
|||||||||||||
Other investments – net
|
48,952
|
—
|
—
|
48,952
|
||||||||||||
3,316,244
|
322,092
|
—
|
3,638,336
|
|||||||||||||
Assets held for sale – net
|
12,792
|
—
|
—
|
12,792
|
||||||||||||
Total investments
|
3,329,036
|
322,092
|
—
|
3,651,128
|
||||||||||||
Cash and cash equivalents
|
4,489
|
—
|
—
|
4,489
|
||||||||||||
Restricted cash
|
7,016
|
22,060
|
—
|
29,076
|
||||||||||||
Accounts receivable – net
|
160,789
|
7,387
|
—
|
168,176
|
||||||||||||
Investment in affiliates
|
73,622
|
—
|
(73,622
|
)
|
—
|
|||||||||||
Other assets
|
42,876
|
25,900
|
—
|
68,776
|
||||||||||||
Total assets
|
$
|
3,617,828
|
$
|
377,439
|
$
|
(73,622
|
)
|
$
|
3,921,645
|
|||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
Revolving line of credit
|
$
|
85,000
|
$
|
—
|
$
|
—
|
$
|
85,000
|
||||||||
Term loan
|
200,000
|
—
|
—
|
200,000
|
||||||||||||
Secured borrowings
|
—
|
251,454
|
—
|
251,454
|
||||||||||||
Unsecured borrowings – net
|
1,821,302
|
20,747
|
—
|
1,842,049
|
||||||||||||
Accrued expenses and other liabilities
|
110,199
|
31,616
|
—
|
141,815
|
||||||||||||
Intercompany payable
|
—
|
40,309
|
(40,309
|
)
|
—
|
|||||||||||
Total liabilities
|
2,216,501
|
344,126
|
(40,309
|
)
|
2,520,318
|
|||||||||||
Stockholders’ equity:
|
||||||||||||||||
Common stock
|
12,761
|
—
|
—
|
12,761
|
||||||||||||
Common stock – additional paid-in-capital
|
2,136,234
|
—
|
—
|
2,136,234
|
||||||||||||
Cumulative net earnings
|
1,147,998
|
33,313
|
(33,313
|
)
|
1,147,998
|
|||||||||||
Cumulative dividends paid
|
(1,895,666
|
)
|
—
|
—
|
(1,895,666
|
)
|
||||||||||
Total stockholders’ equity
|
1,401,327
|
33,313
|
(33,313
|
)
|
1,401,327
|
|||||||||||
Total liabilities and stockholders’ equity
|
$
|
3,617,828
|
$
|
377,439
|
$
|
(73,622
|
)
|
$
|
3,921,645
|
F- 42 |
December 31, 2013
|
||||||||||||||||
Issuer & Subsidiary Guarantors
|
Non – Guarantor Subsidiaries
|
Elimination Company
|
Consolidated
|
|||||||||||||
ASSETS
|
||||||||||||||||
Real estate properties
|
||||||||||||||||
Land and buildings
|
$
|
2,712,652
|
$
|
386,895
|
$
|
—
|
$
|
3,099,547
|
||||||||
Less accumulated depreciation
|
(656,988
|
)
|
(50,422
|
)
|
—
|
(707,410
|
)
|
|||||||||
Real estate properties – net
|
2,055,664
|
336,473
|
—
|
2,392,137
|
||||||||||||
Investment in direct financing leases
|
529,445
|
—
|
—
|
529,445
|
||||||||||||
Mortgage notes receivable – net
|
241,515
|
—
|
—
|
241,515
|
||||||||||||
2,826,624
|
336,473
|
—
|
3,163,097
|
|||||||||||||
Other investments – net
|
53,054
|
—
|
—
|
53,054
|
||||||||||||
2,879,678
|
336,473
|
—
|
3,216,151
|
|||||||||||||
Assets held for sale – net
|
1,356
|
—
|
—
|
1,356
|
||||||||||||
Total investments
|
2,881,034
|
336,473
|
—
|
3,217,507
|
||||||||||||
Cash and cash equivalents
|
2,616
|
—
|
—
|
2,616
|
||||||||||||
Restricted cash
|
8,812
|
22,947
|
—
|
31,759
|
||||||||||||
Accounts receivable – net
|
141,704
|
5,800
|
—
|
147,504
|
||||||||||||
Investment in affiliates
|
78,075
|
—
|
(78,075
|
)
|
—
|
|||||||||||
Other assets
|
39,997
|
22,833
|
—
|
62,830
|
||||||||||||
Total assets
|
$
|
3,152,238
|
$
|
388,053
|
$
|
(78,075
|
)
|
$
|
3,462,216
|
|||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||||||||||
Revolving line of credit
|
$
|
326,000
|
$
|
—
|
$
|
—
|
$
|
326,000
|
||||||||
Term loan
|
200,000
|
—
|
—
|
200,000
|
||||||||||||
Secured borrowings
|
41,876
|
256,655
|
—
|
298,531
|
||||||||||||
Unsecured borrowings – net
|
1,178,995
|
20,892
|
—
|
1,199,887
|
||||||||||||
Accrued expenses and other liabilities
|
105,264
|
32,431
|
—
|
137,695
|
||||||||||||
Intercompany payable
|
—
|
56,994
|
(56,994
|
)
|
—
|
|||||||||||
Total liabilities
|
1,852,135
|
366,972
|
(56,994
|
)
|
2,162,113
|
|||||||||||
Stockholders’ equity:
|
||||||||||||||||
Common stock
|
12,353
|
—
|
—
|
12,353
|
||||||||||||
Common stock – additional paid-in-capital
|
1,998,169
|
—
|
—
|
1,998,169
|
||||||||||||
Cumulative net earnings
|
926,649
|
21,081
|
(21,081
|
)
|
926,649
|
|||||||||||
Cumulative dividends paid
|
(1,637,068
|
)
|
—
|
—
|
(1,637,068
|
)
|
||||||||||
Total stockholders’ equity
|
1,300,103
|
21,081
|
(21,081
|
)
|
1,300,103
|
|||||||||||
Total liabilities and stockholders’ equity
|
$
|
3,152,238
|
$
|
388,053
|
$
|
(78,075
|
)
|
$
|
3,462,216
|
F- 43 |
Year Ended December 31, 2014
|
||||||||||||||||
Issuer &
Subsidiary Guarantors |
Non – Guarantor
Subsidiaries |
Elimination
Company
|
Consolidated
|
|||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$
|
346,479
|
$
|
41,964
|
$
|
-
|
$
|
388,443
|
||||||||
Income from direct financing leases
|
56,719
|
56,719
|
||||||||||||||
Mortgage interest income
|
53,007
|
-
|
-
|
53,007
|
||||||||||||
Other investment income – net
|
6,618
|
-
|
-
|
6,618
|
||||||||||||
Total operating revenues
|
462,823
|
41,964
|
-
|
504,787
|
||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
106,484
|
16,773
|
-
|
123,257
|
||||||||||||
General and administrative
|
25,546
|
342
|
-
|
25,888
|
||||||||||||
Acquisition costs
|
3,948
|
-
|
-
|
3,948
|
||||||||||||
Impairment loss on real estate properties
|
3,660
|
-
|
-
|
3,660
|
||||||||||||
Provisions for uncollectible mortgages, notes and accounts receivable
|
2,723
|
-
|
-
|
2,723
|
||||||||||||
Total operating expenses
|
142,361
|
17,115
|
-
|
159,476
|
||||||||||||
Income before other income and expense
|
320,462
|
24,849
|
-
|
345,311
|
||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
19
|
25
|
-
|
44
|
||||||||||||
Interest expense
|
(106,748
|
)
|
(12,621
|
)
|
-
|
(119,369
|
)
|
|||||||||
Interest – amortization of deferred financing costs
|
(4,438
|
)
|
(21
|
)
|
-
|
(4,459
|
)
|
|||||||||
Interest – refinancing costs
|
(3,041
|
)
|
-
|
-
|
(3,041
|
)
|
||||||||||
Equity in earnings
|
12,232
|
-
|
(12,232
|
)
|
-
|
|||||||||||
Total other expense
|
(101,976
|
)
|
(12,617
|
)
|
(12,232
|
)
|
(126,825
|
)
|
||||||||
Income before gain on assets sold
|
218,486
|
12,232
|
(12,232
|
)
|
218,486
|
|||||||||||
Loss on assets sold - net
|
2,863
|
-
|
-
|
2,863
|
||||||||||||
Net income available to common stockholders
|
$
|
221,349
|
$
|
12,232
|
$
|
(12,232
|
)
|
$
|
221,349
|
F- 44 |
Year Ended December 31, 2013
|
||||||||||||||||
Issuer &
Subsidiary Guarantors |
Non –
Guarantor
Subsidiaries
|
Elimination
Company
|
Consolidated
|
|||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$
|
333,015
|
$
|
42,120
|
$
|
-
|
$
|
375,135
|
||||||||
Income from direct financing leases
|
5,203
|
5,203
|
||||||||||||||
Mortgage interest income
|
29,351
|
-
|
-
|
29,351
|
||||||||||||
Other investment income – net
|
9,025
|
-
|
-
|
9,025
|
||||||||||||
Total operating revenues
|
376,594
|
42,120
|
-
|
418,714
|
||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
110,535
|
18,111
|
-
|
128,646
|
||||||||||||
General and administrative
|
21,263
|
325
|
-
|
21,588
|
||||||||||||
Acquisition costs
|
245
|
-
|
-
|
245
|
||||||||||||
Impairment loss on real estate properties
|
415
|
-
|
-
|
415
|
||||||||||||
Provisions for uncollectible mortgages, notes and accounts receivable
|
2,141
|
-
|
-
|
2,141
|
||||||||||||
Total operating expenses
|
134,599
|
18,436
|
-
|
153,035
|
||||||||||||
Income before other income and expense
|
241,995
|
23,684
|
-
|
265,679
|
||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
17
|
24
|
-
|
41
|
||||||||||||
Interest expense
|
(87,240
|
)
|
(13,141
|
)
|
-
|
(100,381
|
)
|
|||||||||
Interest – amortization of deferred financing costs
|
(2,763
|
)
|
(16
|
)
|
-
|
(2,779
|
)
|
|||||||||
Interest – refinancing gain
|
11,112
|
-
|
-
|
11,112
|
||||||||||||
Equity in earnings
|
10,551
|
-
|
(10,551
|
)
|
-
|
|||||||||||
Total other expense
|
(68,323
|
)
|
(13,133
|
)
|
(10,551
|
)
|
(92,007
|
)
|
||||||||
Income before gain on assets sold
|
173,672
|
10,551
|
(10,551
|
)
|
173,672
|
|||||||||||
Loss on assets sold - net
|
(1,151
|
)
|
-
|
-
|
(1,151
|
)
|
||||||||||
Net income available to common stockholders
|
$
|
172,521
|
$
|
10,551
|
$
|
(10,551
|
)
|
$
|
172,521
|
F- 45 |
Year Ended December 31, 2012
|
||||||||||||||||
Issuer &
Subsidiary Guarantors |
Non –
Guarantor
Subsidiaries
|
Elimination
Company
|
Consolidated
|
|||||||||||||
Revenue
|
||||||||||||||||
Rental income
|
$
|
279,458
|
$
|
35,134
|
$
|
-
|
$
|
314,592
|
||||||||
Mortgage interest income
|
30,446
|
-
|
-
|
30,446
|
||||||||||||
Other investment income – net
|
5,422
|
-
|
-
|
5,422
|
||||||||||||
Total operating revenues
|
315,326
|
35,134
|
-
|
350,460
|
||||||||||||
Expenses
|
||||||||||||||||
Depreciation and amortization
|
97,057
|
15,926
|
-
|
112,983
|
||||||||||||
General and administrative
|
21,025
|
305
|
-
|
21,330
|
||||||||||||
Acquisition costs
|
909
|
-
|
-
|
909
|
||||||||||||
Impairment loss on real estate properties
|
272
|
-
|
-
|
272
|
||||||||||||
Total operating expenses
|
119,263
|
16,231
|
-
|
135,494
|
||||||||||||
Income before other income and expense
|
196,063
|
18,903
|
-
|
214,966
|
||||||||||||
Other income (expense):
|
||||||||||||||||
Interest income
|
7
|
22
|
-
|
29
|
||||||||||||
Interest expense
|
(82,691
|
)
|
(12,836
|
)
|
-
|
(95,527
|
)
|
|||||||||
Interest – amortization of deferred financing costs
|
(2,649
|
)
|
-
|
-
|
(2,649
|
)
|
||||||||||
Interest – refinancing costs
|
(7,920
|
)
|
-
|
-
|
(7,920
|
)
|
||||||||||
Equity in earnings
|
6,089
|
-
|
(6,089
|
)
|
-
|
|||||||||||
Total other expense
|
(87,164
|
)
|
(12,814
|
)
|
(6,089
|
)
|
(106,067
|
)
|
||||||||
Income before gain on assets sold
|
108,899
|
6,089
|
(6,089
|
)
|
108,899
|
|||||||||||
Gain on assets sold - net
|
11,799
|
-
|
-
|
11,799
|
||||||||||||
Net income available to common stockholders
|
$
|
120,698
|
$
|
6,089
|
$
|
(6,089
|
)
|
$
|
120,698
|
|||||||
F- 46 |
F- 47 |
(3)
|
|||||||||||||||||||||||||||||||||||
Gross Amount at
|
|||||||||||||||||||||||||||||||||||
Which Carried at
|
|||||||||||||||||||||||||||||||||||
Initial Cost to
|
Cost Capitalized
|
Close of Period
|
Life on Which
|
||||||||||||||||||||||||||||||||
Company
|
Subsequent to
|
Buildings
|
Depreciation
|
||||||||||||||||||||||||||||||||
Buildings
|
Acquisition
|
and Land
|
(4) |
in Latest
|
|||||||||||||||||||||||||||||||
and Land
|
Improvements
|
Accumulated
|
Date of
|
Date
|
Income Statements
|
||||||||||||||||||||||||||||||
Description
(1)
|
Encumbrances
|
Improvements
|
Improvements
|
Impairment
|
Other
|
Total
|
Depreciation
|
Construction
|
Acquired
|
is Computed
|
|||||||||||||||||||||||||
Genesis HealthCare:
|
|||||||||||||||||||||||||||||||||||
Alabama (LTC)
|
23,584,956
|
6,523,220
|
-
|
-
|
30,108,176
|
14,821,233
|
1964-1974
|
1997
|
33 years
|
||||||||||||||||||||||||||
California (LTC)
|
15,618,263
|
26,652
|
-
|
-
|
15,644,915
|
7,729,889
|
1927-1972
|
1997
|
33 years
|
||||||||||||||||||||||||||
Colorado (LTC, ILF)
|
38,341,877
|
5,444,311
|
-
|
-
|
43,786,188
|
10,871,806
|
1963-1975
|
2006
|
39 years
|
||||||||||||||||||||||||||
Idaho (LTC)
|
15,511,569
|
974,011
|
-
|
-
|
16,485,580
|
4,975,092
|
1920-1987
|
1997-2006
|
33 years to 39 years
|
||||||||||||||||||||||||||
Massachusetts (LTC)
|
57,139,658
|
2,660,093
|
(8,257,521
|
)
|
-
|
51,542,230
|
19,343,167
|
1964-1993
|
1997-2010
|
20 years to 39 years
|
|||||||||||||||||||||||||
New Hampshire (LTC, AL)
|
21,619,503
|
1,462,797
|
-
|
-
|
23,082,300
|
7,194,705
|
1963-1999
|
1998-2006
|
33 years to 39 years
|
||||||||||||||||||||||||||
North Carolina (LTC)
|
22,652,488
|
3,550,986
|
-
|
-
|
26,203,474
|
15,217,007
|
1964-1986
|
1994-1997
|
30 years to 33 years
|
||||||||||||||||||||||||||
Ohio (LTC)
|
11,653,451
|
20,246
|
-
|
-
|
11,673,697
|
5,874,319
|
1968-1983
|
1997
|
33 years
|
||||||||||||||||||||||||||
Rhode Island (LTC)
|
38,740,812
|
4,792,882
|
-
|
-
|
43,533,694
|
13,106,970
|
1965-1981
|
2006
|
25 years to 39 years
|
||||||||||||||||||||||||||
Tennessee (LTC)
|
7,905,139
|
2,537,508
|
-
|
-
|
10,442,647
|
5,769,691
|
1984-1985
|
1994
|
30 years
|
||||||||||||||||||||||||||
Vermont (LTC)
|
6,322,888
|
602,296
|
-
|
-
|
6,925,184
|
2,054,957
|
1971
|
2004
|
39 years
|
||||||||||||||||||||||||||
Washington (LTC)
|
10,000,000
|
1,798,844
|
-
|
-
|
11,798,844
|
10,538,065
|
1965
|
1995
|
20 years
|
||||||||||||||||||||||||||
West Virginia (LTC)
|
44,277,206
|
6,528,560
|
-
|
-
|
50,805,766
|
20,923,934
|
1961-1986
|
1997-2008
|
25 years to 33 years
|
||||||||||||||||||||||||||
Total Genesis HealthCare
|
313,367,810
|
36,922,406
|
(8,257,521
|
)
|
-
|
342,032,695
|
138,420,835
|
||||||||||||||||||||||||||||
Health and Hospital Corporation:
|
|||||||||||||||||||||||||||||||||||
Indiana (LTC, AL, ILF)
|
306,144,765
|
394,818
|
(1,820,624
|
)
|
-
|
304,718,959
|
36,832,728
|
1942-2001
|
1992-2013
|
20 years to 40 years
|
|||||||||||||||||||||||||
Total Health and Hospital Corporation
|
306,144,765
|
394,818
|
(1,820,624
|
)
|
-
|
304,718,959
|
36,832,728
|
||||||||||||||||||||||||||||
CommuniCare Health Services, Inc:
|
|||||||||||||||||||||||||||||||||||
Ohio (LTC, AL, SH)
|
218,726,757
|
27,693,288
|
-
|
-
|
246,420,045
|
69,849,801
|
1927-2008
|
1998-2008
|
20 years to 39 years
|
||||||||||||||||||||||||||
Pennsylvania (LTC)
|
20,286,067
|
11,281,116
|
-
|
-
|
31,567,183
|
7,051,118
|
1950-1964
|
2005
|
39 years
|
||||||||||||||||||||||||||
Total CommuniCare Health Services, Inc.
|
239,012,824
|
38,974,404
|
-
|
-
|
277,987,228
|
76,900,919
|
|||||||||||||||||||||||||||||
Airamid Health Management
|
|||||||||||||||||||||||||||||||||||
Florida (LTC, AL)
|
(2)
|
240,352,759
|
-
|
-
|
-
|
240,352,759
|
57,122,266
|
1951-1999
|
2009-2010
|
20 years to 37 years
|
|||||||||||||||||||||||||
Pennsylvania (LTC)
|
14,771,868
|
-
|
-
|
-
|
14,771,868
|
3,419,396
|
1969
|
2009
|
26 years
|
||||||||||||||||||||||||||
Total Airamid Health Management
|
255,124,627
|
-
|
-
|
-
|
255,124,627
|
60,541,662
|
|||||||||||||||||||||||||||||
Signature Holdings II, LLC.:
|
|||||||||||||||||||||||||||||||||||
Florida (LTC)
|
119,332,120
|
9,474,286
|
-
|
-
|
128,806,406
|
37,781,526
|
1940-1991
|
1996-2010
|
20 years to 39 years
|
||||||||||||||||||||||||||
Georgia (LTC)
|
14,679,314
|
3,950,028
|
-
|
-
|
18,629,342
|
6,900,424
|
1964-1970
|
2007
|
20 years
|
||||||||||||||||||||||||||
Kentucky (LTC)
|
44,737,440
|
4,174,496
|
-
|
-
|
48,911,936
|
14,884,149
|
1964-1978
|
1999-2010
|
20 years to 33 years
|
||||||||||||||||||||||||||
Maryland (LTC)
|
28,629,686
|
1,787,838
|
-
|
-
|
30,417,524
|
7,125,335
|
1959-1985
|
2010
|
26 years to 30 years
|
||||||||||||||||||||||||||
Tennessee (LTC, AL)
|
11,230,702
|
819,991
|
-
|
12,050,693
|
4,163,014
|
1982-2014
|
2007-2014
|
20 years
|
|||||||||||||||||||||||||||
Total Signature Holdings II, LLC
|
218,609,262
|
20,206,639
|
-
|
-
|
238,815,901
|
70,854,448
|
|||||||||||||||||||||||||||||
S&F Management Company, LLC:
|
|||||||||||||||||||||||||||||||||||
Arizona (LTC, AL)
|
(2)
|
69,342,862
|
-
|
-
|
-
|
69,342,862
|
4,115,975
|
1949-1999
|
2012-2014
|
35 years to 40 years
|
|||||||||||||||||||||||||
California (LTC)
|
(2)
|
147,729,886
|
-
|
-
|
-
|
147,729,886
|
10,837,508
|
1939-1970
|
2012
|
20 years to 35 years
|
|||||||||||||||||||||||||
Total S&F Management Company, LLC
|
217,072,748
|
-
|
-
|
-
|
217,072,748
|
14,953,483
|
|||||||||||||||||||||||||||||
Affiliates of Capital Funding Group, Inc. | |||||||||||||||||||||||||||||||||||
Arkansas (LTC, AL)
|
(2)
|
114,174,172
|
2,391,661
|
-
|
-
|
116,565,833
|
11,716,057
|
1960-2000
|
2011-2014
|
20 years to 40 years
|
|||||||||||||||||||||||||
Colorado (LTC)
|
5,482,855
|
-
|
-
|
-
|
5,482,855
|
918,618
|
1961
|
2011
|
20 years
|
||||||||||||||||||||||||||
Florida (LTC)
|
14,636,992
|
-
|
-
|
-
|
14,636,992
|
1,302,106
|
1985
|
2011
|
40 years
|
||||||||||||||||||||||||||
Michigan (LTC)
|
16,500,317
|
-
|
-
|
-
|
16,500,317
|
2,247,027
|
1964-1973
|
2011
|
25 years
|
||||||||||||||||||||||||||
Oregon (AL)
|
13,949,716
|
-
|
-
|
-
|
13,949,716
|
43,789
|
2004
|
2014
|
40 years
|
||||||||||||||||||||||||||
Pennsylvania (AL)
|
37,133,751
|
-
|
-
|
-
|
37,133,751
|
109,767
|
1965-2012
|
2014
|
40 years
|
||||||||||||||||||||||||||
Wisconsin (LTC)
|
12,008,620
|
-
|
-
|
-
|
12,008,620
|
1,711,651
|
1964
|
2011
|
20 years
|
||||||||||||||||||||||||||
Total Affiliates of Capital Funding Group, Inc.
|
213,886,423
|
2,391,661
|
-
|
-
|
216,278,084
|
18,049,015
|
|||||||||||||||||||||||||||||
Other:
|
|||||||||||||||||||||||||||||||||||
Alabama (LTC)
|
17,939,710
|
6,392,567
|
-
|
-
|
24,332,277
|
13,870,762
|
1960-1986
|
1992-2010
|
20 years to 31.5 years
|
||||||||||||||||||||||||||
Arizona (LTC)
|
34,318,094
|
5,712,049
|
(6,603,745
|
)
|
-
|
33,426,398
|
13,004,473
|
1983-1985
|
1998-2010
|
29 years to 33 years
|
|||||||||||||||||||||||||
Arkansas (LTC)
|
36,023,409
|
8,856,328
|
(36,350
|
)
|
-
|
44,843,387
|
29,105,302
|
1967-1988
|
1992
|
31.5 years
|
|||||||||||||||||||||||||
California (LTC)
|
21,879,146
|
1,778,353
|
-
|
-
|
23,657,499
|
9,392,234
|
1950-1990
|
1997-2010
|
20 years to 33 years
|
||||||||||||||||||||||||||
Colorado (LTC)
|
28,044,216
|
2,346,167
|
-
|
-
|
30,390,383
|
10,862,485
|
1958-1973
|
1998-2010
|
20 years to 33 years
|
||||||||||||||||||||||||||
Florida (LTC, AL)
|
215,032,053
|
7,414,141
|
(970,000
|
)
|
-
|
221,476,194
|
57,375,253
|
1933-2007
|
1992-2013
|
20 years to 40 years
|
|||||||||||||||||||||||||
Georgia (LTC)
|
17,617,507
|
-
|
-
|
-
|
17,617,507
|
2,997,315
|
1967-1971
|
1998-2014
|
30 years to 37.5 years
|
||||||||||||||||||||||||||
Idaho (LTC)
|
6,193,698
|
100,000
|
-
|
-
|
6,293,698
|
2,829,241
|
1988
|
1999
|
20 years
|
||||||||||||||||||||||||||
Illinois (LTC)
|
13,961,501
|
444,484
|
-
|
-
|
14,405,985
|
7,313,022
|
1926-1990
|
1996-1999
|
30 years to 33 years
|
||||||||||||||||||||||||||
Indiana (LTC, AL)
|
37,220,697
|
1,897,203
|
(1,580,474
|
)
|
(1,956,998
|
)
|
35,580,428
|
9,191,091
|
1923-1996
|
1992-2012
|
20 years to 38 years
|
||||||||||||||||||||||||
Iowa (LTC)
|
19,116,936
|
2,084,807
|
-
|
-
|
21,201,743
|
7,872,936
|
1965-1983
|
1997-2010
|
23 years to 33 years
|
||||||||||||||||||||||||||
Kansas (LTC)
|
3,210,020
|
-
|
-
|
-
|
3,210,020
|
863,861
|
1985
|
2010
|
20 years
|
||||||||||||||||||||||||||
Kentucky (LTC)
|
15,151,027
|
4,148,392
|
-
|
-
|
19,299,419
|
10,980,212
|
1948-1995
|
1994-1995
|
33 years
|
||||||||||||||||||||||||||
Louisiana (LTC)
|
55,046,915
|
1,748,900
|
-
|
-
|
56,795,815
|
14,938,189
|
1957-1983
|
1997-2006
|
33 years to 39 years
|
||||||||||||||||||||||||||
Maryland (LTC)
|
(2)
|
48,731,498
|
-
|
-
|
-
|
48,731,498
|
6,605,884
|
1921-1969
|
2011
|
25 years to 30 years
|
|||||||||||||||||||||||||
Massachusetts (LTC)
|
5,804,554
|
-
|
-
|
-
|
5,804,554
|
1,724,429
|
1964
|
2009
|
20 years
|
||||||||||||||||||||||||||
Michigan (AL)
|
20,000,000
|
-
|
-
|
-
|
20,000,000
|
1,518,996
|
1974
|
2012
|
30 years
|
||||||||||||||||||||||||||
Mississippi (LTC)
|
52,416,905
|
826,654
|
-
|
-
|
53,243,559
|
10,715,897
|
1962-1988
|
2009-2010
|
20 years to 40 years
|
||||||||||||||||||||||||||
Missouri (LTC)
|
12,301,560
|
-
|
(149,386
|
)
|
-
|
12,152,174
|
5,586,269
|
1965-1989
|
1999
|
33 years
|
|||||||||||||||||||||||||
Nevada (LTC, SH)
|
20,926,778
|
3,034,207
|
-
|
-
|
23,960,985
|
5,014,282
|
1972-1978
|
2009
|
26 years to 27 years
|
||||||||||||||||||||||||||
New Mexico (LTC)
|
7,097,600
|
130,323
|
-
|
-
|
7,227,923
|
2,547,285
|
1972-1989
|
2008-2010
|
20 years
|
||||||||||||||||||||||||||
North Carolina (LTC)
|
33,092,980
|
-
|
-
|
-
|
33,092,980
|
6,919,451
|
1969-1987
|
2010
|
25 years to 36 years
|
||||||||||||||||||||||||||
Ohio (LTC)
|
102,938,384
|
6,260,958
|
-
|
-
|
109,199,342
|
32,553,336
|
1962-1998
|
1994-2010
|
20 years to 39 years
|
||||||||||||||||||||||||||
Oklahoma (LTC)
|
24,136,703
|
-
|
-
|
-
|
24,136,703
|
4,610,313
|
1965-2013
|
2010-2012
|
20 years to 25 years
|
||||||||||||||||||||||||||
Pennsylvania (LTC, AL, ILF)
|
138,881,687
|
-
|
-
|
-
|
138,881,687
|
42,133,904
|
1942-2001
|
1998-2009
|
20 years to 39 years
|
||||||||||||||||||||||||||
South Carolina (LTC)
|
26,982,493
|
-
|
-
|
-
|
26,982,493
|
629,844
|
1959-1961
|
2014
|
20 years to 25 years
|
||||||||||||||||||||||||||
Tennessee (LTC)
|
94,531,371
|
2,359,950
|
-
|
-
|
96,891,321
|
31,396,301
|
1958-1983
|
1992-2010
|
20 years to 31.5 years
|
||||||||||||||||||||||||||
Texas (LTC)
|
157,784,829
|
15,763,105
|
(2,079,893
|
)
|
(1,819,856
|
)
|
169,648,185
|
48,827,817
|
1952-2010
|
1997-2014
|
20 years to 40 years
|
||||||||||||||||||||||||
Washington (AL)
|
5,673,693
|
54,253
|
-
|
-
|
5,727,946
|
2,544,879
|
1999
|
1999
|
33 years
|
||||||||||||||||||||||||||
West Virginia (LTC)
|
24,641,423
|
348,641
|
-
|
-
|
24,990,064
|
5,930,519
|
1961-1996
|
1994-2011
|
33 years to 39 years
|
||||||||||||||||||||||||||
Wisconsin (LTC)
|
18,552,886
|
-
|
-
|
-
|
18,552,886
|
5,303,119
|
1964-1972
|
2009-2010
|
20 years
|
||||||||||||||||||||||||||
Total Other
|
1,315,250,273
|
71,701,482
|
(11,419,848
|
)
|
(3,776,854
|
)
|
1,371,755,053
|
405,158,901
|
|||||||||||||||||||||||||||
Total
|
3,078,468,732
|
170,591,410
|
(21,497,993
|
)
|
(3,776,854
|
)
|
3,223,785,295
|
821,711,991
|
|
|
(1)
|
The real estate included in this schedule is being used in either the operation of long-term care facilities (LTC), assisted living facilities (AL), independent living facilities (ILF) or specialty hospitals (SH) located in the states indicated.
|
(2)
|
Certain of the real estate indicated are security for the HUD loan borrowings totaling $251,454,346, including FMV of $13,573,496, at December 31, 2014.
|
F- 49 |
EXHIBIT
NUMBER |
DESCRIPTION
|
2.1
|
Securities Purchase Agreement dated November 17, 2009 between CapitalSource Inc., CHR HUD Borrower LLC, CSE Mortgage LLC, CSE SLB LLC, CSE SNF Holding LLC and Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed November 23, 2009).
|
2.2
|
Agreement and Plan of Merger, dated as of October 30, 2014, by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., OHI Healthcare Properties Limited Partnership, L.P., Aviv REIT, Inc., and Aviv Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 5, 2014).
|
3.1
|
Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 20, 2011).
|
3.2
|
Articles of Amendment and Restatement of Omega Healthcare Investors, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on June 14, 2010).
|
4.0
|
See Exhibits 3.1 to 3.2.
|
4.1
|
Indenture, dated as of March 19, 2012, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, relating to the 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1A
|
Form of 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit A of Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1B
|
Form of Subsidiary Guarantee relating to the 5.875% Senior Notes due 2024. (Incorporated by reference to Exhibit E of Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 19, 2012).
|
4.1C
|
First Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with Second Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that Third Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Fourth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.1C to the Company’s Annual Report on Form 10-K, filed on February 28, 2013).
|
4.1D
|
Fifth Supplemental Indenture, dated as of August 1, 2013, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q, filed on November 7, 2013) and that Sixth Supplemental Indenture, dated as of October 23, 2013 among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1D to the Company’s Annual Report on Form 10-K, filed on February 11, 2014).
|
4.1E
|
Seventh Supplemental Indenture, dated as of February 14, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3A to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2014) and that Eighth Supplemental Indenture, dated as of June 27, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3B to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2014).
|
4.1F
|
Ninth Supplemental Indenture, dated as of November 25, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee and that certain Tenth Supplemental Indenture, dated as of January 23, 2015, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.*
|
I- 1 |
4.2
|
Indenture, dated as of February 9, 2010, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 7.50% Senior Notes due 2020, including the Form of 7.5% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 10, 2010).
|
4.2A
|
First Supplemental Indenture, dated as of June 23, 2010, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, together with Second Supplemental Indenture, dated as of September 2, 2010, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset (MI), LLC and U.S. Bank National Association, as trustee, and Third Supplemental Indenture, dated as of January 13, 2011, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset II (FL) Lender, LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 28, 2011).
|
4.2B
|
Fourth Supplemental Indenture, dated as of June 10, 2011, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD WO, LLC, OHI Asset (MD), LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 27, 2012).
|
4.2C
|
Fifth Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with that Sixth Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that certain Seventh Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Eighth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2C to the Company’s Annual Report on Form 10-K, filed on February 28, 2013).
|
4.2D
|
Ninth Supplemental Indenture, dated as of August 1, 2013, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 7, 2013) and that Tenth Supplemental Indenture, dated as of October 23, 2013 among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2D to the Company’s Annual Report on Form 10-K, filed on February 11, 2014).
|
4.2E
|
Eleventh Supplemental Indenture,
dated as of February 14, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S.
Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1A to the Company’s Quarterly Report on Form
10-Q, filed on August 6, 2014) and that Twelfth Supplemental Indenture, dated as of June 27, 2014, among Omega Healthcare Investors,
Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference
to Exhibit
4.1B
to the Company’s Quarterly Report on Form 10-Q, filed on August
6, 2014).
|
4.2F
|
Thirteenth Supplemental Indenture, dated as of November 25, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee and that certain Fourteenth Supplemental Indenture, dated as of January 23, 2015, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.*
|
4.3
|
Indenture, dated as of October 4, 2010, by and among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto and U.S. Bank National Association, as trustee, related to the 6.75% Senior Notes due 2022, including the Form of 6.75% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 5, 2010).
|
4.3A
|
First Supplemental Indenture, dated as of January 13, 2011, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset II (FL) Lender, LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.3A to the Company’s Annual Report on Form 10-K, filed on February 28, 2011).
|
I- 2 |
4.3B
|
Second Supplemental Indenture, dated as of June 10, 2011, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD WO, LLC, OHI Asset (MD), LLC and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.2A to the Company’s Annual Report on Form 10-K, filed on February 27, 2012).
|
4.3C
|
Third Supplemental Indenture, dated as of July 2, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, OHI Asset HUD SF, LLC, OHI Asset (IN) Greensburg, LLC, OHI Asset (IN) Indianapolis, LLC, OHI Asset (IN) Wabash, LLC and OHI Asset (IN) Westfield, LLC and U.S. Bank National Association, as trustee, together with that Fourth Supplemental Indenture, dated as of August 9, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, that certain Fifth Supplemental Indenture, dated as of September 24, 2012, among Omega Healthcare investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee, and that Sixth Supplemental Indenture, effective as of December 31, 2012, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee. (Incorporated by reference to Exhibit 4.3C to the Company’s Annual Report on Form 10-K, filed on February 28, 2013).
|
4.3D
|
Seventh Supplemental Indenture, dated as of August 1, 2013, among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed on November 7, 2013) and that Eighth Supplemental Indenture, dated as of October 23, 2013 among Omega Healthcare Investors, Inc., each of the Subsidiary Guarantors listed on Schedule I thereto, each of the New Subsidiaries listed on Schedule II thereto and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.3D to the Company’s Annual Report on Form 10-K, filed on February 11, 2014).
|
4.3E
|
Ninth Supplemental Indenture, dated as of February 14, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2A to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2014) and that Tenth Supplemental Indenture, dated as of June 27, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.2B to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2014).
|
4.3F
|
Eleventh Supplemental Indenture, dated as of November 25, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee and that certain Twelfth Supplemental Indenture, dated as of January 23, 2015, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.*
|
4.4
|
Indenture, dated as of March 11, 2014, by and among Omega, the guarantors named therein, and U.S. Bank National Association, as trustee related to the 4.95% Senior Notes due 2024, including the Form of 4.95% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 11, 2014).
|
4.4A
|
First Supplemental Indenture, dated as of June 27, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q, filed on August 6, 2014).
|
4.4B
|
Second Supplemental Indenture, dated as of November 25, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee and that certain Third Supplemental Indenture, dated as of January 23, 2015, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.*
|
4.5
|
Indenture, dated as of September 11, 2014, by and among Omega, the subsidiary guarantors named therein, and U.S. Bank National Association, as trustee related to the 4.50% Senior Notes due 2025, including the Form of 4.50% Senior Notes and Form of Subsidiary Guarantee related thereto. (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 11, 2014).
|
4.5A
|
First Supplemental Indenture, dated as of November 25, 2014, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee and that certain Second Supplemental Indenture, dated as of January 23, 2015, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.*
|
I- 3 |
10.1
|
Form of Directors and Officers Indemnification Agreement. (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2000).
|
10.2
|
Form of Officers’ Multi-Year Performance Restricted Stock Unit Award for 2011 to 2014 (Incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K, filed on February 27, 2012).+
|
10.3
|
Amended and Restated Deferred Stock Plan, dated October 16, 2012, and forms of related agreements (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 7, 2012).
|
10.4
|
Credit Agreement, dated as of June 27, 2014, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 2, 2014).
|
10.5
|
Form of Equity Distribution Agreement, dated March 18, 2013, entered into by and between Omega Healthcare Investors, Inc. and each of BB&T Capital Markets, a division of BB&T Securities, LLC, Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, RBS Securities Inc., Stifel, Nicolaus & Company, Incorporated, SunTrust Robinson Humphrey, Inc. and UBS Securities LLC. (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K, filed March 19, 2013).
|
10.6
|
Omega Healthcare Investors, Inc. 2013 Stock Incentive Plan (Incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on April 22, 2013). +
|
10.7
|
Form of Officer Deferred Performance Restricted Stock Unit Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q, filed on August 5, 2013). +
|
10.8
|
Employment Agreement, dated November 15, 2013, between Omega Healthcare Investors, Inc. and C. Taylor Pickett (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.9
|
Employment Agreement, dated November 15, 2013, between Omega Healthcare Investors, Inc. and Daniel Booth (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.10
|
Employment Agreement, dated November 15, 2013, between Omega Healthcare Investors, Inc. and Robert O. Stephenson (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.11
|
Employment Agreement, dated November 15, 2013, between Omega Healthcare Investors, Inc. and R. Lee Crabill (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.12
|
Employment Agreement, dated November 15, 2013, between Omega Healthcare Investors, Inc. and Michael Ritz (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.13
|
Form of Time-Based Restricted Stock Unit Agreement for Transition Grants (2013) (Incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed on November 19,2013). +
|
10.14
|
Form of Performance-Based Restricted Stock Unit Agreement for Transition Grants (2013) (Incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.15
|
Form of Time-Based Restricted Stock Unit Agreement for Annual Grants (commencing 2014) (Incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.16
|
Form of Performance-Based Restricted Stock Unit Agreement for Annual Grants (commencing 2014) (Incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed on November 19, 2013). +
|
10.17
|
Ownership Limit Waiver Agreement, dated as of October 30, 2014, by and between Omega Healthcare Investors, Inc. and LG Aviv L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 5, 2014).
|
12.1
|
Ratio of Earnings to Fixed Charges.*
|
12.2
|
Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.*
|
21
|
Subsidiaries of the Registrant.*
|
23
|
Consent of Independent Registered Public Accounting Firm.
|
I- 4 |
31.1
|
Certification of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
Certification of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32.1
|
Certification of the Chief Executive Officer under Section 906 of the Sarbanes- Oxley Act of 2002.*
|
32.2
|
Certification of the Chief Financial Officer under Section 906 of the Sarbanes- Oxley Act of 2002.*
|
101.INS
|
XBRL Instance Document.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document.
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
I- 5 |
OMEGA HEALTHCARE INVESTORS, INC. | |||
By: | /s/C. Taylor Pickett | ||
C. Taylor Pickett | |||
Chief Executive Officer |
Signatures
|
Title
|
Date
|
||
PRINCIPAL EXECUTIVE OFFICER
|
||||
/s/ C. Taylor Pickett
|
Chief Executive Officer
|
February 27, 2015
|
||
C. Taylor Pickett
|
||||
PRINCIPAL FINANCIAL OFFICER
|
||||
/s/ Robert O. Stephenson
|
Chief Financial Officer
|
February 27, 2015
|
||
Robert O. Stephenson
|
||||
/s/ Michael D.Ritz
|
Chief Accounting Officer
|
February 27, 2015
|
||
Michael D. Ritz
|
||||
DIRECTORS
|
||||
/s/ Bernard J. Korman
|
Chairman of the Board
|
February 27, 2015
|
||
Bernard J. Korman
|
||||
/s/ Craig R. Callen
|
Director
|
February 27, 2015
|
||
Craig R. Callen
|
||||
/s/ Thomas F. Franke
|
Director
|
February 27, 2015
|
||
Thomas F. Franke
|
||||
/s/ Barbara B. Hill
|
Director
|
February 27, 2015
|
||
Barbara B. Hill
|
||||
/s/ Harold J. Kloosterman
|
Director
|
February 27, 2015
|
||
Harold J. Kloosterman
|
||||
/s/ Edward Lowenthal
|
Director
|
February 27, 2015
|
||
Edward Lowenthal
|
||||
/s/ C. Taylor Pickett
|
Director
|
February 27, 2015
|
||
C. Taylor Pickett
|
||||
/s/ Stephen D. Plavin
|
Director
|
February 27, 2015
|
||
Stephen D. Plavin
|
I- 6 |
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Ninth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Ninth Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Ninth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Ninth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole
member, general partner or trustee, named on the attached Schedule I |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries or its
sole member, named on the attached Schedule II |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By:
|
/s/ Dave Ferrell | ||
Name: Dave Ferrell
|
|||
Title: Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
11900 East Artesia Boulevard, LLC
|
2400 Parkside Drive, LLC
|
Golden Hill Real Estate Company, LLC
|
1628 B Street, LLC
|
PV Realty–Willow Tree, LLC
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Tenth Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Tenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Tenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole
member, managing member, general partner or trustee, named on the attached Schedule I |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
Each of the following New Subsidiaries:
|
|||
BAYLA CYNWYD REAL ESTATE, LP
OHI ASSET (PA) WEST MIFFLIN, LP
|
|||
By:
|
OHI Asset (PA) West Mifflin, LP, as general partner |
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
OHI HEALTHCARE PROPERTIES LIMITED
PARTNERSHIP, L.P. |
|||
By: | Omega Healthcare Investors, Inc., as general partner |
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
On behalf of each of the other New Subsidiaries,
its sole member or managing member, named on the attached Schedule II |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer |
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By:
|
/s/ David Ferrell
|
||
Name:
Dave Ferrell
|
|||
Title:
Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Thirteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Thirteenth Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Thirteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Thirteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I
|
|||
By: | /s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
|||
On behalf of each of the New Subsidiaries or its sole member, named on the attached Schedule II
|
|||
By: |
/s/ Robert O. Stephenson
|
||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
|||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: | /s/ Dave Ferrell | ||
Name: Dave Ferrell | |||
Title: Vice President |
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
OHI Asset (GA) Macon, LLC
|
OHI Asset (SC) Greenville, LLC
|
OHI Asset (SC) Orangeburg, LLC
|
OHI Asset (WV) Danville, LLC
|
OHI Asset (WV) Ivydale, LLC
|
OHI Mezz Lender, LLC
|
11900 East Artesia Boulevard, LLC
|
2400 Parkside Drive, LLC
|
Golden Hill Real Estate Company, LLC
|
1628 B Street, LLC
|
PV Realty–Willow Tree, LLC
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fourteenth Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Fourteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
On behalf of each Subsidiary Guarantor, its sole
member, managing member, general partner or
trustee, named on the attached Schedule I
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
Each of the following New Subsidiaries:
|
|||
BAYLA CYNWYD REAL ESTATE, LP
OHI ASSET (PA) WEST MIFFLIN, LP
|
|||
By: | OHI Asset (PA) West Mifflin, LP, as general partner | ||
By: |
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
OHI HEALTHCARE PROPERTIES LIMITED
PARTNERSHIP, L.P.
|
|||
By: | Omega Healthcare Investors, Inc., as general partner | ||
By:
|
/s/ Robert O. Stephenson | ||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
On behalf of each of the other New Subsidiaries,
its sole member or managing member, named on
the attached Schedule II
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: |
/s/ David Ferrell
|
||
Name:
David Ferrell
|
|||
Title:
Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
OHI Asset (GA) Macon, LLC
|
OHI Asset (SC) Greenville, LLC
|
OHI Asset (SC) Orangeburg, LLC
|
OHI Asset (WV) Danville, LLC
|
OHI Asset (WV) Ivydale, LLC
|
OHI Mezz Lender, LLC
|
Bala Cynwyd Real Estate, LP
Hot Springs Atrium Owner, LLC
Hot Springs Cottages Owner, LLC
Hot Springs Marina Owner, LLC
OHI Asset (OR) Troutdale, LLC
OHI Asset (PA) GP, LLC
OHI Asset (PA) West Mifflin, LP
OHI Asset (TN) Jefferson City, LLC
OHI Asset CHG ALF, LLC
OHI Asset Management, LLC
OHI Healthcare Properties Holdco, Inc.
OHI Healthcare Properties Limited Partnership, L.P.
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Eleventh Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Eleventh Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Eleventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eleventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole
member, general partner or trustee, named on the attached Schedule I |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each of the New Subsidiaries or its
sole member, named on the attached Schedule II |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By:
|
/s/ Dave Ferrell | ||
Name: Dave Ferrell
|
|||
Title: Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
11900 East Artesia Boulevard, LLC
|
2400 Parkside Drive, LLC
|
Golden Hill Real Estate Company, LLC
|
1628 B Street, LLC
|
PV Realty–Willow Tree, LLC
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Twelfth Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Twelfth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twelfth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
On behalf of each Subsidiary Guarantor, its sole
member, managing member, general partner or trustee, named on the attached Schedule I |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
Each of the following New Subsidiaries:
|
|||
BAYLA CYNWYD REAL ESTATE, LP
OHI ASSET (PA) WEST MIFFLIN, LP
|
|||
By:
|
OHI Asset (PA) West Mifflin, LP, as general partner |
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
OHI HEALTHCARE PROPERTIES LIMITED
PARTNERSHIP, L.P. |
|||
By: | Omega Healthcare Investors, Inc., as general partner |
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
On behalf of each of the other New Subsidiaries,
its sole member or managing member, named on the attached Schedule II |
|||
By:
|
/s/ Robert O. Stephenson | ||
Name: Robert O. Stephenson | |||
Title: Chief Financial Officer and Treasurer | |||
U.S. BANK NATIONAL ASSOCIATION, | |||
as Trustee |
By:
|
/s/ David Ferrell
|
||
Name:
David Ferrell
|
|||
Title:
Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Second Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
On behalf of each Subsidiary Guarantor, its sole
|
||
member, general partner or trustee, named on
|
||
the attached Schedule I
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
On behalf of each of the New Subsidiaries or its
|
||
sole member, named on the attached Schedule II
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Trustee
|
||
By:
|
/s/ Dave Ferrell
|
|
Name: Dave Ferrell
|
||
Title: Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
OHI Mezz Lender, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
11900 East Artesia Boulevard, LLC
|
2400 Parkside Drive, LLC
|
Golden Hill Real Estate Company, LLC
|
1628 B Street, LLC
|
PV Realty–Willow Tree, LLC
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Third Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Third Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Third Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
On behalf of each Subsidiary Guarantor, its sole
|
||
member, managing member, general partner or
|
||
trustee, named on the attached Schedule I
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
Each of the following New Subsidiaries:
|
||
BAYLA CYNWYD REAL ESTATE, LP
|
||
OHI ASSET (PA) WEST MIFFLIN, LP
|
||
By:
|
OHI Asset (PA) West Mifflin, LP, as general
|
|
partner
|
By:
|
/s/ Robert O. Stephenson
|
||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
|||
OHI HEALTHCARE PROPERTIES LIMITED
|
|||
PARTNERSHIP, L.P.
|
|||
By:
|
Omega Healthcare Investors, Inc., as general
|
||
partner
|
|||
By:
|
/s/ Robert O. Stephenson
|
||
Name: Robert O. Stephenson
|
|||
Title: Chief Financial Officer and Treasurer
|
On behalf of each of the other New Subsidiaries,
|
||
its sole member or managing member, named on
|
||
the attached Schedule II
|
||
By:
|
/s/ Robert O. Stephenson
|
|
Name: Robert O. Stephenson
|
||
Title: Chief Financial Officer and Treasurer
|
||
U.S. BANK NATIONAL ASSOCIATION,
|
||
as Trustee
|
||
By:
|
/s/ David Ferrell
|
|
Name: David Ferrell
|
||
Title: Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
OHI Mezz Lender, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
2.
|
AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.
|
3.
|
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, partner, affiliate, beneficiary or stockholder of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this First Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.
|
4.
|
NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this First Supplemental Indenture.
|
5.
|
COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.
|
6.
|
EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
|
7.
|
THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.
|
OMEGA HEALTHCARE INVESTORS, INC. | ||
|
By:
|
/s/ Robert O. Stephenson |
Name: Robert O. Stephenson | ||
Title: Chief Financial Officer and Treasurer | ||
On behalf of each Subsidiary Guarantor, its sole member, general partner or trustee, named on the attached Schedule I |
||
By: | /s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | ||
Title: Chief Financial Officer and Treasurer | ||
On behalf of each of the New Subsidiaries or its sole member, named on the attached Schedule II |
||
By: | /s/ Robert O. Stephenson | |
Name: Robert O. Stephenson | ||
Title: Chief Financial Officer and Treasurer | ||
U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||
By: | /s/ Dave Ferrell | |
Name: Dave Ferrell | ||
Title: Vice President |
Encanto
Senior Care, LLC
|
13922
Cerise Avenue, LLC
|
245
East Wilshire Avenue, LLC
|
3806
Clayton Road, LLC
|
523
Hayes Lane, LLC
|
637
East Romie Lane, LLC
|
2425
Teller Avenue, LLC
|
Bayside
Colorado Healthcare Associates, Inc.
|
OHI
(Connecticut), Inc.
|
Bayside
Street II, Inc.
|
Carnegie
Gardens LLC
|
CFG
2115 Woodstock Place LLC
|
CSE
Albany LLC
|
CSE
Amarillo LLC
|
CSE
Arden L.P.
|
CSE
Augusta LLC
|
CSE
Bedford LLC
|
CSE
Blountville LLC
|
CSE
Bolivar LLC
|
CSE
Cambridge LLC
|
CSE
Cambridge Realty LLC
|
CSE
Camden LLC
|
CSE
Canton LLC
|
CSE
Casablanca Holdings II LLC
|
CSE
Casablanca Holdings LLC
|
CSE
Cedar Rapids LLC
|
CSE
Centennial Village
|
CSE
Chelmsford LLC
|
CSE
Chesterton LLC
|
CSE
Claremont LLC
|
CSE
Corpus North LLC
|
CSE
Denver Iliff LLC
|
CSE
Denver LLC
|
CSE
Douglas LLC
|
CSE
Elkton LLC
|
CSE
Elkton Realty LLC
|
CSE
Fairhaven LLC
|
CSE
Fort Wayne LLC
|
CSE
Frankston LLC
|
CSE
Georgetown LLC
|
CSE
Green Bay LLC
|
CSE
Hilliard LLC
|
CSE
Huntingdon LLC
|
CSE
Huntsville LLC
|
CSE
Indianapolis-Continental LLC
|
CSE
Indianapolis-Greenbriar LLC
|
CSE
Jacinto City LLC
|
CSE
Jefferson City LLC
|
CSE
Jeffersonville-Hillcrest Center LLC
|
CSE
Jeffersonville-Jennings House LLC
|
CSE
Kerrville LLC
|
CSE
King L.P.
|
CSE
Kingsport LLC
|
CSE
Knightdale L.P.
|
CSE
Lake City LLC
|
CSE
Lake Worth LLC
|
CSE
Lakewood LLC
|
CSE
Las Vegas LLC
|
CSE
Lawrenceburg LLC
|
CSE
Lenoir L.P.
|
CSE
Lexington Park LLC
|
CSE
Lexington Park Realty LLC
|
CSE
Ligonier LLC
|
CSE
Live Oak LLC
|
CSE
Lowell LLC
|
CSE
Marianna Holdings LLC
|
CSE
Memphis LLC
|
CSE
Mobile LLC
|
CSE
Moore LLC
|
CSE
North Carolina Holdings I LLC
|
CSE
North Carolina Holdings II LLC
|
CSE
Omro LLC
|
CSE
Orange Park LLC
|
CSE
Orlando-Pinar Terrace Manor LLC
|
CSE
Orlando-Terra Vista Rehab LLC
|
CSE
Pennsylvania Holdings
|
CSE
Piggott LLC
|
CSE
Pilot Point LLC
|
CSE
Pine View LLC
|
CSE
Ponca City LLC
|
CSE
Port St. Lucie LLC
|
CSE
Richmond LLC
|
CSE
Ripley LLC
|
CSE
Ripon LLC
|
CSE
Safford LLC
|
CSE
Salina LLC
|
CSE
Seminole LLC
|
CSE
Shawnee LLC
|
CSE
Spring Branch LLC
|
CSE
Stillwater LLC
|
CSE
Taylorsville LLC
|
CSE
Texarkana LLC
|
CSE
Texas City LLC
|
CSE
The Village LLC
|
CSE
Upland LLC
|
CSE
Walnut Cove L.P.
|
CSE
West Point LLC
|
CSE
Whitehouse LLC
|
CSE
Williamsport LLC
|
CSE
Winter Haven LLC
|
CSE
Woodfin L.P.
|
CSE
Yorktown LLC
|
Desert
Lane LLC
|
Greenbough,
LLC
|
LAD
I Real Estate Company, LLC
|
North
Las Vegas LLC
|
NRS
Ventures, L.L.C.
|
OHI
Asset (AR) Ash Flat, LLC
|
OHI
Asset (AR) Camden, LLC
|
OHI
Asset (AR) Conway, LLC
|
OHI
Asset (AR) Des Arc, LLC
|
OHI
Asset (AR) Hot Springs, LLC
|
OHI
Asset (AR) Malvern, LLC
|
OHI
Asset (AR) Mena, LLC
|
OHI
Asset (AR) Pocahontas, LLC
|
OHI
Asset (AR) Sheridan, LLC
|
OHI
Asset (AR) Walnut Ridge, LLC
|
OHI
Asset (AZ) Austin House, LLC
|
OHI
Asset (CA), LLC
|
OHI
Asset (CO), LLC
|
OHI
Asset (CT) Lender, LLC
|
OHI
Asset (FL) Lake Placid, LLC
|
OHI
Asset (FL) Lender, LLC
|
OHI
Asset (FL), LLC
|
OHI
Asset (GA) Moultrie, LLC
|
OHI
Asset (GA) Snellville, LLC
|
OHI
Asset (ID) Holly, LLC
|
OHI
Asset (ID) Midland, LLC
|
OHI
Asset (ID), LLC
|
OHI
Asset (IL), LLC
|
OHI
Asset (IN) American Village
, LLC
|
OHI
Asset (IN) Anderson
, LLC
|
OHI
Asset (IN) Beech Grove
, LLC
|
OHI
Asset (IN) Clarksville
, LLC
|
OHI
Asset (IN) Clinton, LLC
|
OHI
Asset (IN) Connersville, LLC
|
OHI
Asset (IN) Crown Point, LLC
|
OHI
Asset (IN) Eagle Valley
, LLC
|
OHI
Asset (IN) Elkhart
, LLC
|
OHI
Asset (IN) Forest Creek
, LLC
|
OHI
Asset (IN) Fort Wayne
, LLC
|
OHI
Asset (IN) Franklin
, LLC
|
OHI
Asset (IN) Greensburg, LLC
|
OHI
Asset (IN) Indianapolis, LLC
|
OHI
Asset (IN) Jasper, LLC
|
OHI
Asset (IN) Kokomo
, LLC
|
OHI
Asset (IN) Lafayette
, LLC
|
OHI
Asset (IN) Madison, LLC
|
OHI
Asset (IN) Monticello
, LLC
|
OHI
Asset (IN) Noblesville
, LLC
|
OHI
Asset (IN) Rosewalk
, LLC
|
OHI
Asset (IN) Salem, LLC
|
OHI
Asset (IN) Seymour, LLC
|
OHI
Asset (IN) Spring Mill
, LLC
|
OHI
Asset (IN) Terre Haute
, LLC
|
OHI
Asset (IN) Wabash, LLC
|
OHI
Asset (IN) Westfield, LLC
|
OHI
Asset (IN) Zionsville
, LLC
|
OHI
Asset (LA), LLC
|
OHI
Asset (MD), LLC
|
OHI
Asset (MI) Heather Hills, LLC
|
OHI
Asset (MI), LLC
|
OHI
Asset (MO), LLC
|
OHI
Asset (MS) Byhalia, LLC
|
OHI
Asset (MS) Cleveland, LLC
|
OHI
Asset (MS) Clinton, LLC
|
OHI
Asset (MS) Columbia, LLC
|
OHI
Asset (MS) Corinth, LLC
|
OHI
Asset (MS) Greenwood, LLC
|
OHI
Asset (MS) Grenada, LLC
|
OHI
Asset (MS) Holly Springs, LLC
|
OHI
Asset (MS) Indianola, LLC
|
OHI
Asset (MS) Natchez, LLC
|
OHI
Asset (MS) Picayune, LLC
|
OHI
Asset (MS) Vicksburg, LLC
|
OHI
Asset (MS) Yazoo City, LLC
|
OHI
Asset (NC) Wadesboro, LLC
|
OHI
Asset (OH) Lender, LLC
|
OHI
Asset (OH), LLC
|
OHI
Asset (OR) Portland, LLC
|
OHI
Asset (PA), LLC
|
OHI
Asset (SC) Aiken, LLC
|
OHI
Asset (SC) Anderson, LLC
|
OHI
Asset (SC) Easley Anne, LLC
|
OHI
Asset (SC) Easley Crestview, LLC
|
OHI
Asset (SC) Edgefield, LLC
|
OHI
Asset (SC) Greenville Griffith, LLC
|
OHI
Asset (SC) Greenville Laurens, LLC
|
OHI
Asset (SC) Greenville North, LLC
|
OHI
Asset (SC) Greer, LLC
|
OHI
Asset (SC) Marietta, LLC
|
OHI
Asset (SC) McCormick, LLC
|
OHI
Asset (SC) Pickens East Cedar, LLC
|
OHI
Asset (SC) Pickens Rosemond, LLC
|
OHI
Asset (SC) Piedmont, LLC
|
OHI
Asset (SC) Simpsonville SE Main, LLC
|
OHI
Asset (SC) Simpsonville West Broad, LLC
|
OHI
Asset (SC) Simpsonville West Curtis, LLC
|
OHI
Asset (TN) Bartlett, LLC
|
OHI
Asset (TN) Collierville, LLC
|
OHI
Asset (TN) Memphis, LLC
|
OHI
Asset (TX) Anderson, LLC
|
OHI
Asset (TX) Bryan, LLC
|
OHI
Asset (TX) Burleson, LLC
|
OHI
Asset (TX) College Station, LLC
|
OHI
Asset (TX) Comfort, LLC
|
OHI
Asset (TX) Diboll, LLC
|
OHI
Asset (TX) Granbury, LLC
|
OHI
Asset (TX) Hondo, LLC
|
OHI
Asset (TX) Italy, LLC
|
OHI
Asset (TX) Winnsboro, LLC
|
OHI
Asset (TX), LLC
|
OHI
Asset (UT) Ogden, LLC
|
OHI
Asset (UT) Provo, LLC
|
OHI
Asset (UT) Roy, LLC
|
OHI
Asset (VA) Charlottesville, LLC
|
OHI
Asset (VA) Farmville, LLC
|
OHI
Asset (VA) Hillsville, LLC
|
OHI
Asset (VA) Rocky Mount, LLC
|
OHI
Asset (WA) Battle Ground, LLC
|
OHI
Asset CSB LLC
|
OHI
Asset CSE – E, LLC
|
OHI
Asset CSE – U, LLC
|
OHI
Asset HUD CFG, LLC
|
OHI
Asset HUD Delta, LLC
|
OHI
Asset HUD SF CA, LLC
|
OHI
Asset HUD SF, LLC
|
OHI
Asset HUD WO, LLC
|
OHI
Asset II (CA), LLC
|
OHI
Asset II (FL), LLC
|
OHI
Asset RO PMM Services, LLC
|
OHI
Asset RO, LLC
|
OHI
Asset, LLC
|
OHI
Mezz Lender, LLC
|
Panama
City Nursing Center LLC
|
Skyler
Maitland LLC
|
Suwanee,
LLC
|
Florida
Real Estate Company, LLC
|
Pensacola
Real Estate Holdings I, Inc.
|
Pensacola
Real Estate Holdings II, Inc.
|
Pensacola
Real Estate Holdings III, Inc.
|
Pensacola
Real Estate Holdings IV, Inc.
|
Pensacola
Real Estate Holdings V, Inc.
|
Skyler
Pensacola, Inc.
|
OHI
(Illinois), Inc.
|
OHI
(Indiana), Inc.
|
OHI
(Iowa), Inc.
|
Sterling
Acquisition Corp.
|
48
High Point Road, LLC
|
Arizona
Lessor - Infinia, Inc.
|
Bayside
Street, Inc.
|
Colorado
Lessor - Conifer, Inc.
|
Delta
Investors I, LLC
|
Delta
Investors II, LLC
|
Florida
Lessor – Meadowview, Inc.
|
Georgia
Lessor - Bonterra/Parkview, Inc.
|
Indiana
Lessor – Wellington Manor, Inc.
|
OHI
Asset (PA) Trust
|
OHI
Asset II (PA) Trust
|
OHI
Asset III (PA) Trust
|
OHI
Asset IV (PA) Silver Lake Trust
|
OHI
Tennessee, Inc.
|
Omega
TRS I, Inc.
|
Texas
Lessor – Stonegate GP, Inc.
|
Texas
Lessor – Stonegate, Limited, Inc.
|
Texas
Lessor – Stonegate, LP
|
Washington
Lessor – Silverdale, Inc.
|
OHIMA,
Inc.
|
1200
Ely Street Holdings Co. LLC
|
42235
County Road Holdings Co. LLC
|
Dixie
White House Nursing Home, Inc.
|
Ocean
Springs Nursing Home, Inc.
|
Skyler
Boyington, Inc.
|
Skyler
Florida, Inc.
|
Canton
Health Care Land, Inc.
|
Colonial
Gardens, LLC
|
Dixon
Health Care Center, Inc.
|
Hutton
I Land, Inc.
|
Hutton
II Land, Inc.
|
Hutton
III Land, Inc.
|
Leatherman
90-1, Inc.
|
Leatherman
Partnership 89-1, Inc.
|
Leatherman
Partnership 89-2, Inc.
|
Meridian
Arms Land, Inc.
|
Orange
Village Care Center, Inc.
|
St.
Mary’s Properties, Inc.
|
The
Suburban Pavilion, Inc.
|
Wilcare,
LLC
|
Pavillion
North Partners, Inc.
|
Pavillion
North, LLP
|
Pavillion
Nursing Center North, Inc.
|
11900
East Artesia Boulevard, LLC
|
2400
Parkside Drive, LLC
|
Golden
Hill Real Estate Company, LLC
|
1628
B Street, LLC
|
PV
Realty–Willow Tree, LLC
|
1. | CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
2. | AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof. |
3. | NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes. |
4. | NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Second Supplemental Indenture. |
5. | COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. |
6. | EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof. |
7. | THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries. |
OMEGA HEALTHCARE INVESTORS, INC.
|
|||
By:
|
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
On behalf of each Subsidiary Guarantor, its sole
member, managing member, general partner or
trustee, named on the attached Schedule I
|
|||
By: |
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
Each of the following New Subsidiaries:
|
|||
BAYLA CYNWYD REAL ESTATE, LP
OHI ASSET (PA) WEST MIFFLIN, LP
|
|||
By: | OHI Asset (PA) West Mifflin, LP, as general partner | ||
By: |
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
OHI HEALTHCARE PROPERTIES LIMITED
PARTNERSHIP, L.P.
|
|||
By: | Omega Healthcare Investors, Inc., as general partner | ||
By: |
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
On behalf of each of the other New Subsidiaries,
its sole member or managing member, named on
the attached Schedule II
|
|||
By: |
/s/ Robert O. Stephenson
|
||
Name:
Robert O. Stephenson
|
|||
Title:
Chief Financial Officer and Treasurer
|
|||
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
|
|||
By: |
/s/ David Ferrell
|
||
Name:
David Ferrell
|
|||
Title:
Vice President
|
Encanto Senior Care, LLC
|
13922 Cerise Avenue, LLC
|
245 East Wilshire Avenue, LLC
|
3806 Clayton Road, LLC
|
523 Hayes Lane, LLC
|
637 East Romie Lane, LLC
|
2425 Teller Avenue, LLC
|
Bayside Colorado Healthcare Associates, Inc.
|
OHI (Connecticut), Inc.
|
Bayside Street II, Inc.
|
Carnegie Gardens LLC
|
CFG 2115 Woodstock Place LLC
|
CSE Albany LLC
|
CSE Amarillo LLC
|
CSE Arden L.P.
|
CSE Augusta LLC
|
CSE Bedford LLC
|
CSE Blountville LLC
|
CSE Bolivar LLC
|
CSE Cambridge LLC
|
CSE Cambridge Realty LLC
|
CSE Camden LLC
|
CSE Canton LLC
|
CSE Casablanca Holdings II LLC
|
CSE Casablanca Holdings LLC
|
CSE Cedar Rapids LLC
|
CSE Centennial Village
|
CSE Chelmsford LLC
|
CSE Chesterton LLC
|
CSE Claremont LLC
|
CSE Corpus North LLC
|
CSE Denver Iliff LLC
|
CSE Denver LLC
|
CSE Douglas LLC
|
CSE Elkton LLC
|
CSE Elkton Realty LLC
|
CSE Fairhaven LLC
|
CSE Fort Wayne LLC
|
CSE Frankston LLC
|
CSE Georgetown LLC
|
CSE Green Bay LLC
|
CSE Hilliard LLC
|
CSE Huntingdon LLC
|
CSE Huntsville LLC
|
CSE Indianapolis-Continental LLC
|
CSE Indianapolis-Greenbriar LLC
|
CSE Jacinto City LLC
|
CSE Jefferson City LLC
|
CSE Jeffersonville-Hillcrest Center LLC
|
CSE Jeffersonville-Jennings House LLC
|
CSE Kerrville LLC
|
CSE King L.P.
|
CSE Kingsport LLC
|
CSE Knightdale L.P.
|
CSE Lake City LLC
|
CSE Lake Worth LLC
|
CSE Lakewood LLC
|
CSE Las Vegas LLC
|
CSE Lawrenceburg LLC
|
CSE Lenoir L.P.
|
CSE Lexington Park LLC
|
CSE Lexington Park Realty LLC
|
CSE Ligonier LLC
|
CSE Live Oak LLC
|
CSE Lowell LLC
|
CSE Marianna Holdings LLC
|
CSE Memphis LLC
|
CSE Mobile LLC
|
CSE Moore LLC
|
CSE North Carolina Holdings I LLC
|
CSE North Carolina Holdings II LLC
|
CSE Omro LLC
|
CSE Orange Park LLC
|
CSE Orlando-Pinar Terrace Manor LLC
|
CSE Orlando-Terra Vista Rehab LLC
|
CSE Pennsylvania Holdings
|
CSE Piggott LLC
|
CSE Pilot Point LLC
|
CSE Pine View LLC
|
CSE Ponca City LLC
|
CSE Port St. Lucie LLC
|
CSE Richmond LLC
|
CSE Ripley LLC
|
CSE Ripon LLC
|
CSE Safford LLC
|
CSE Salina LLC
|
CSE Seminole LLC
|
CSE Shawnee LLC
|
CSE Spring Branch LLC
|
CSE Stillwater LLC
|
CSE Taylorsville LLC
|
CSE Texarkana LLC
|
CSE Texas City LLC
|
CSE The Village LLC
|
CSE Upland LLC
|
CSE Walnut Cove L.P.
|
CSE West Point LLC
|
CSE Whitehouse LLC
|
CSE Williamsport LLC
|
CSE Winter Haven LLC
|
CSE Woodfin L.P.
|
CSE Yorktown LLC
|
Desert Lane LLC
|
Greenbough, LLC
|
LAD I Real Estate Company, LLC
|
North Las Vegas LLC
|
NRS Ventures, L.L.C.
|
OHI Asset (AR) Ash Flat, LLC
|
OHI Asset (AR) Camden, LLC
|
OHI Asset (AR) Conway, LLC
|
OHI Asset (AR) Des Arc, LLC
|
OHI Asset (AR) Hot Springs, LLC
|
OHI Asset (AR) Malvern, LLC
|
OHI Asset (AR) Mena, LLC
|
OHI Asset (AR) Pocahontas, LLC
|
OHI Asset (AR) Sheridan, LLC
|
OHI Asset (AR) Walnut Ridge, LLC
|
OHI Asset (AZ) Austin House, LLC
|
OHI Asset (CA), LLC
|
OHI Asset (CO), LLC
|
OHI Asset (CT) Lender, LLC
|
OHI Asset (FL) Lake Placid, LLC
|
OHI Asset (FL) Lender, LLC
|
OHI Asset (FL), LLC
|
OHI Asset (GA) Moultrie, LLC
|
OHI Asset (GA) Snellville, LLC
|
OHI Asset (ID) Holly, LLC
|
OHI Asset (ID) Midland, LLC
|
OHI Asset (ID), LLC
|
OHI Asset (IL), LLC
|
OHI Asset (IN) American Village
, LLC
|
OHI Asset (IN) Anderson
, LLC
|
OHI Asset (IN) Beech Grove
, LLC
|
OHI Asset (IN) Clarksville
, LLC
|
OHI Asset (IN) Clinton, LLC
|
OHI Asset (IN) Connersville, LLC
|
OHI Asset (IN) Crown Point, LLC
|
OHI Asset (IN) Eagle Valley
, LLC
|
OHI Asset (IN) Elkhart
, LLC
|
OHI Asset (IN) Forest Creek
, LLC
|
OHI Asset (IN) Fort Wayne
, LLC
|
OHI Asset (IN) Franklin
, LLC
|
OHI Asset (IN) Greensburg, LLC
|
OHI Asset (IN) Indianapolis, LLC
|
OHI Asset (IN) Jasper, LLC
|
OHI Asset (IN) Kokomo
, LLC
|
OHI Asset (IN) Lafayette
, LLC
|
OHI Asset (IN) Madison, LLC
|
OHI Asset (IN) Monticello
, LLC
|
OHI Asset (IN) Noblesville
, LLC
|
OHI Asset (IN) Rosewalk
, LLC
|
OHI Asset (IN) Salem, LLC
|
OHI Asset (IN) Seymour, LLC
|
OHI Asset (IN) Spring Mill
, LLC
|
OHI Asset (IN) Terre Haute
, LLC
|
OHI Asset (IN) Wabash, LLC
|
OHI Asset (IN) Westfield, LLC
|
OHI Asset (IN) Zionsville
, LLC
|
OHI Asset (LA), LLC
|
OHI Asset (MD), LLC
|
OHI Asset (MI) Heather Hills, LLC
|
OHI Asset (MI), LLC
|
OHI Asset (MO), LLC
|
OHI Asset (MS) Byhalia, LLC
|
OHI Asset (MS) Cleveland, LLC
|
OHI Asset (MS) Clinton, LLC
|
OHI Asset (MS) Columbia, LLC
|
OHI Asset (MS) Corinth, LLC
|
OHI Asset (MS) Greenwood, LLC
|
OHI Asset (MS) Grenada, LLC
|
OHI Asset (MS) Holly Springs, LLC
|
OHI Asset (MS) Indianola, LLC
|
OHI Asset (MS) Natchez, LLC
|
OHI Asset (MS) Picayune, LLC
|
OHI Asset (MS) Vicksburg, LLC
|
OHI Asset (MS) Yazoo City, LLC
|
OHI Asset (NC) Wadesboro, LLC
|
OHI Asset (OH) Lender, LLC
|
OHI Asset (OH), LLC
|
OHI Asset (OR) Portland, LLC
|
OHI Asset (PA), LLC
|
OHI Asset (SC) Aiken, LLC
|
OHI Asset (SC) Anderson, LLC
|
OHI Asset (SC) Easley Anne, LLC
|
OHI Asset (SC) Easley Crestview, LLC
|
OHI Asset (SC) Edgefield, LLC
|
OHI Asset (SC) Greenville Griffith, LLC
|
OHI Asset (SC) Greenville Laurens, LLC
|
OHI Asset (SC) Greenville North, LLC
|
OHI Asset (SC) Greer, LLC
|
OHI Asset (SC) Marietta, LLC
|
OHI Asset (SC) McCormick, LLC
|
OHI Asset (SC) Pickens East Cedar, LLC
|
OHI Asset (SC) Pickens Rosemond, LLC
|
OHI Asset (SC) Piedmont, LLC
|
OHI Asset (SC) Simpsonville SE Main, LLC
|
OHI Asset (SC) Simpsonville West Broad, LLC
|
OHI Asset (SC) Simpsonville West Curtis, LLC
|
OHI Asset (TN) Bartlett, LLC
|
OHI Asset (TN) Collierville, LLC
|
OHI Asset (TN) Memphis, LLC
|
OHI Asset (TX) Anderson, LLC
|
OHI Asset (TX) Bryan, LLC
|
OHI Asset (TX) Burleson, LLC
|
OHI Asset (TX) College Station, LLC
|
OHI Asset (TX) Comfort, LLC
|
OHI Asset (TX) Diboll, LLC
|
OHI Asset (TX) Granbury, LLC
|
OHI Asset (TX) Hondo, LLC
|
OHI Asset (TX) Italy, LLC
|
OHI Asset (TX) Winnsboro, LLC
|
OHI Asset (TX), LLC
|
OHI Asset (UT) Ogden, LLC
|
OHI Asset (UT) Provo, LLC
|
OHI Asset (UT) Roy, LLC
|
OHI Asset (VA) Charlottesville, LLC
|
OHI Asset (VA) Farmville, LLC
|
OHI Asset (VA) Hillsville, LLC
|
OHI Asset (VA) Rocky Mount, LLC
|
OHI Asset (WA) Battle Ground, LLC
|
OHI Asset CSB LLC
|
OHI Asset CSE – E, LLC
|
OHI Asset CSE – U, LLC
|
OHI Asset HUD CFG, LLC
|
OHI Asset HUD Delta, LLC
|
OHI Asset HUD SF CA, LLC
|
OHI Asset HUD SF, LLC
|
OHI Asset HUD WO, LLC
|
OHI Asset II (CA), LLC
|
OHI Asset II (FL), LLC
|
OHI Asset RO PMM Services, LLC
|
OHI Asset RO, LLC
|
OHI Asset, LLC
|
OHI Mezz Lender, LLC
|
Panama City Nursing Center LLC
|
Skyler Maitland LLC
|
Suwanee, LLC
|
Florida Real Estate Company, LLC
|
Pensacola Real Estate Holdings I, Inc.
|
Pensacola Real Estate Holdings II, Inc.
|
Pensacola Real Estate Holdings III, Inc.
|
Pensacola Real Estate Holdings IV, Inc.
|
Pensacola Real Estate Holdings V, Inc.
|
Skyler Pensacola, Inc.
|
OHI (Illinois), Inc.
|
OHI (Indiana), Inc.
|
OHI (Iowa), Inc.
|
Sterling Acquisition Corp.
|
48 High Point Road, LLC
|
Arizona Lessor - Infinia, Inc.
|
Bayside Street, Inc.
|
Colorado Lessor - Conifer, Inc.
|
Delta Investors I, LLC
|
Delta Investors II, LLC
|
Florida Lessor – Meadowview, Inc.
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Indiana Lessor – Wellington Manor, Inc.
|
OHI Asset (PA) Trust
|
OHI Asset II (PA) Trust
|
OHI Asset III (PA) Trust
|
OHI Asset IV (PA) Silver Lake Trust
|
OHI Tennessee, Inc.
|
Omega TRS I, Inc.
|
Texas Lessor – Stonegate GP, Inc.
|
Texas Lessor – Stonegate, Limited, Inc.
|
Texas Lessor – Stonegate, LP
|
Washington Lessor – Silverdale, Inc.
|
OHIMA, Inc.
|
1200 Ely Street Holdings Co. LLC
|
42235 County Road Holdings Co. LLC
|
Dixie White House Nursing Home, Inc.
|
Ocean Springs Nursing Home, Inc.
|
Skyler Boyington, Inc.
|
Skyler Florida, Inc.
|
Canton Health Care Land, Inc.
|
Colonial Gardens, LLC
|
Dixon Health Care Center, Inc.
|
Hutton I Land, Inc.
|
Hutton II Land, Inc.
|
Hutton III Land, Inc.
|
Leatherman 90-1, Inc.
|
Leatherman Partnership 89-1, Inc.
|
Leatherman Partnership 89-2, Inc.
|
Meridian Arms Land, Inc.
|
Orange Village Care Center, Inc.
|
St. Mary’s Properties, Inc.
|
The Suburban Pavilion, Inc.
|
Wilcare, LLC
|
Pavillion North Partners, Inc.
|
Pavillion North, LLP
|
Pavillion Nursing Center North, Inc.
|
11900 East Artesia Boulevard, LLC
|
2400 Parkside Drive, LLC
|
Golden Hill Real Estate Company, LLC
|
1628 B Street, LLC
|
PV Realty–Willow Tree, LLC
|
Year Ended December 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Income from continuing operations before income taxes
|
$
|
58,436
|
$
|
52,606
|
$
|
120,698
|
$
|
172,521
|
$
|
221,349
|
||||||||||
Interest expense
|
90,602
|
86,899
|
106,096
|
92,048
|
126,869
|
|||||||||||||||
Income before fixed charges
|
$
|
149,038
|
$
|
139,505
|
$
|
226,794
|
$
|
264,569
|
$
|
348,218
|
||||||||||
Capitalized interest
|
$
|
22
|
$
|
139
|
$
|
240
|
$
|
190
|
$
|
—
|
||||||||||
Interest expense
|
90,602
|
86,899
|
106,096
|
92,048
|
126,869
|
|||||||||||||||
Total fixed charges
|
$
|
90,624
|
$
|
87,038
|
$
|
106,336
|
$
|
92,238
|
$
|
126,869
|
||||||||||
Earnings / fixed charge coverage ratio
|
1.6
|
x
|
1.6
|
x
|
2.1
|
x
|
2.9
|
x
|
2.7
|
x
|
Year Ended December 31,
|
||||||||||||||||||||
2010
|
2011
|
2012
|
2013
|
2014
|
||||||||||||||||
(in thousands)
|
||||||||||||||||||||
Income from continuing operations before income taxes
|
$
|
58,436
|
$
|
52,606
|
$
|
120,698
|
$
|
172,521
|
$
|
221,349
|
||||||||||
Interest expense
|
90,602
|
86,899
|
106,096
|
92,048
|
126,869
|
|||||||||||||||
Income before fixed charges
|
$
|
149,038
|
$
|
139,505
|
$
|
226,794
|
$
|
264,569
|
$
|
348,218
|
||||||||||
Capitalized interest
|
$
|
22
|
$
|
139
|
$
|
240
|
$
|
190
|
$
|
—
|
||||||||||
Interest expense
|
90,602
|
86,899
|
106,096
|
92,048
|
126,869
|
|||||||||||||||
Preferred stock dividends
|
9,086
|
1,691
|
—
|
—
|
—
|
|||||||||||||||
Total fixed charges and preferred dividends
|
$
|
99,710
|
$
|
88,729
|
$
|
106,336
|
$
|
92,238
|
$
|
126,869
|
||||||||||
Earnings / combined fixed charges and preferred dividends coverage ratio
|
1.5
|
x
|
1.6
|
x
|
2.1
|
x
|
2.9
|
x
|
2.7
|
x
|
Subsidiary Name
|
Home
State
|
1040 Wedding Ford Road, LLC
|
Arkansas
|
1101 Waterwell Road, LLC
|
Arkansas
|
1149 & 1151 West New Hope Road, LLC
|
Arkansas
|
115 Orendorff Avenue, LLC
|
Arkansas
|
11900 East Artesia Boulevard, LLC
|
California
|
1194 North Chester Street, LLC
|
Arkansas
|
1200 Ely Street Holdings Co. LLC
|
Michigan
|
13922 Cerise Avenue, LLC
|
California
|
1401 Park Avenue, LLC
|
Arkansas
|
1628 B Street, LLC
|
California
|
202 Tims Avenue, LLC
|
Arkansas
|
228 Pointer Trail West, LLC
|
Arkansas
|
2400 Parkside Drive, LLC
|
California
|
2425 Teller Avenue, LLC
|
Colorado
|
245 East Wilshire Avenue, LLC
|
California
|
2701 Twin Rivers Drive, LLC
|
Arkansas
|
3232 Artesia Real Estate, LLC
|
California
|
3600 Richards Road, LLC
|
Arkansas
|
3806 Clayton Road, LLC
|
California
|
42235 County Road Holdings Co. LLC
|
Michigan
|
48 High Point Road, LLC
|
Maryland
|
523 Hayes Lane, LLC
|
California
|
637 East Romie Lane, LLC
|
California
|
700 Mark Drive, LLC
|
Arkansas
|
900 Magnolia Road SW, LLC
|
Arkansas
|
Arizona Lessor - Infinia, Inc.
|
Maryland
|
Bala
Cynwyd Real Estate, LP
|
Pennsylvania
|
Bayside Colorado Healthcare Associates, Inc.
|
Colorado
|
Bayside Street II, Inc.
|
Delaware
|
Bayside Street, Inc.
|
Maryland
|
Canton Health Care Land, Inc.
|
Ohio
|
Carnegie Gardens LLC
|
Delaware
|
CFG 2115 Woodstock Place LLC
|
Delaware
|
CHR Bartow LLC
|
Delaware
|
CHR Boca Raton LLC
|
Delaware
|
CHR Bradenton LLC
|
Delaware
|
CHR Cape Coral LLC
|
Delaware
|
CHR Clearwater Highland LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
CHR Clearwater LLC
|
Delaware
|
CHR Deland East LLC
|
Delaware
|
CHR Deland West LLC
|
Delaware
|
CHR Fort Myers LLC
|
Delaware
|
CHR Fort Walton Beach LLC
|
Delaware
|
CHR Gulfport LLC
|
Delaware
|
CHR Hudson LLC
|
Delaware
|
CHR Lake Wales LLC
|
Delaware
|
CHR Lakeland LLC
|
Delaware
|
CHR Panama City LLC
|
Delaware
|
CHR Pompano Beach Broward LLC
|
Delaware
|
CHR Pompano Beach LLC
|
Delaware
|
CHR Sanford LLC
|
Delaware
|
CHR Sarasota LLC
|
Delaware
|
CHR Spring Hill LLC
|
Delaware
|
CHR St. Pete Abbey LLC
|
Delaware
|
CHR St. Pete Bay LLC
|
Delaware
|
CHR St. Pete Egret LLC
|
Delaware
|
CHR Tampa Carrollwood LLC
|
Delaware
|
CHR Tampa LLC
|
Delaware
|
CHR Tarpon Springs LLC
|
Delaware
|
CHR Titusville LLC
|
Delaware
|
CHR West Palm Beach LLC
|
Delaware
|
Colonial Gardens, LLC
|
Ohio
|
Colorado Lessor - Conifer, Inc.
|
Maryland
|
CSE Albany LLC
|
Delaware
|
CSE Amarillo LLC
|
Delaware
|
CSE Arden L.P.
|
Delaware
|
CSE Augusta LLC
|
Delaware
|
CSE Bedford LLC
|
Delaware
|
CSE Blountville LLC
|
Delaware
|
CSE Bolivar LLC
|
Delaware
|
CSE Cambridge LLC
|
Delaware
|
CSE Cambridge Realty LLC
|
Delaware
|
CSE Camden LLC
|
Delaware
|
CSE Canton LLC
|
Delaware
|
CSE Casablanca Holdings II LLC
|
Delaware
|
CSE Casablanca Holdings LLC
|
Delaware
|
CSE Cedar Rapids LLC
|
Delaware
|
CSE Centennial Village
|
Delaware
|
CSE Chelmsford LLC
|
Delaware
|
CSE Chesterton LLC
|
Delaware
|
CSE Claremont LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
CSE Corpus North LLC
|
Delaware
|
CSE Denver Iliff LLC
|
Delaware
|
CSE Denver LLC
|
Delaware
|
CSE Douglas LLC
|
Delaware
|
CSE Elkton LLC
|
Delaware
|
CSE Elkton Realty LLC
|
Delaware
|
CSE Fairhaven LLC
|
Delaware
|
CSE Fort Wayne LLC
|
Delaware
|
CSE Frankston LLC
|
Delaware
|
CSE Georgetown LLC
|
Delaware
|
CSE Green Bay LLC
|
Delaware
|
CSE Hilliard LLC
|
Delaware
|
CSE Huntingdon LLC
|
Delaware
|
CSE Huntsville LLC
|
Delaware
|
CSE Indianapolis-Continental LLC
|
Delaware
|
CSE Indianapolis-Greenbriar LLC
|
Delaware
|
CSE Jacinto City LLC
|
Delaware
|
CSE Jefferson City LLC
|
Delaware
|
CSE Jeffersonville-Hillcrest Center LLC
|
Delaware
|
CSE Jeffersonville-Jennings House LLC
|
Delaware
|
CSE Kerrville LLC
|
Delaware
|
CSE King L.P.
|
Delaware
|
CSE Kingsport LLC
|
Delaware
|
CSE Knightdale L.P.
|
Delaware
|
CSE Lake City LLC
|
Delaware
|
CSE Lake Worth LLC
|
Delaware
|
CSE Lakewood LLC
|
Delaware
|
CSE Las Vegas LLC
|
Delaware
|
CSE Lawrenceburg LLC
|
Delaware
|
CSE Lenoir L.P.
|
Delaware
|
CSE Lexington Park LLC
|
Delaware
|
CSE Lexington Park Realty LLC
|
Delaware
|
CSE Ligonier LLC
|
Delaware
|
CSE Live Oak LLC
|
Delaware
|
CSE Lowell LLC
|
Delaware
|
CSE Marianna Holdings LLC
|
Delaware
|
CSE Memphis LLC
|
Delaware
|
CSE Mobile LLC
|
Delaware
|
CSE Moore LLC
|
Delaware
|
CSE North Carolina Holdings I LLC
|
Delaware
|
CSE North Carolina Holdings II LLC
|
Delaware
|
CSE Omro LLC
|
Delaware
|
CSE Orange Park LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
CSE Orlando-Pinar Terrace Manor LLC
|
Delaware
|
CSE Orlando-Terra Vista Rehab LLC
|
Delaware
|
CSE Pennsylvania Holdings
|
Delaware
|
CSE Piggott LLC
|
Delaware
|
CSE Pilot Point LLC
|
Delaware
|
CSE Pine View LLC
|
Delaware
|
CSE Ponca City LLC
|
Delaware
|
CSE Port St. Lucie LLC
|
Delaware
|
CSE Richmond LLC
|
Delaware
|
CSE Ripley LLC
|
Delaware
|
CSE Ripon LLC
|
Delaware
|
CSE Safford LLC
|
Delaware
|
CSE Salina LLC
|
Delaware
|
CSE Seminole LLC
|
Delaware
|
CSE Shawnee LLC
|
Delaware
|
CSE Spring Branch LLC
|
Delaware
|
CSE Stillwater LLC
|
Delaware
|
CSE Taylorsville LLC
|
Delaware
|
CSE Texarkana LLC
|
Delaware
|
CSE Texas City LLC
|
Delaware
|
CSE The Village LLC
|
Delaware
|
CSE Upland LLC
|
Delaware
|
CSE Walnut Cove L.P.
|
Delaware
|
CSE West Point LLC
|
Delaware
|
CSE Whitehouse LLC
|
Delaware
|
CSE Williamsport LLC
|
Delaware
|
CSE Winter Haven LLC
|
Delaware
|
CSE Woodfin L.P.
|
Delaware
|
CSE Yorktown LLC
|
Delaware
|
Delta Investors I, LLC
|
Maryland
|
Delta Investors II, LLC
|
Maryland
|
Desert Lane LLC
|
Delaware
|
Dixie White House Nursing Home, Inc.
|
Mississippi
|
Dixon Health Care Center, Inc.
|
Ohio
|
Encanto Senior Care, LLC
|
Arizona
|
Florida Lessor – Meadowview, Inc.
|
Maryland
|
Florida Real Estate Company, LLC
|
Florida
|
G&L Gardens, LLC
|
Arizona
|
Georgia Lessor - Bonterra/Parkview, Inc.
|
Maryland
|
Golden Hill Real Estate Company, LLC
|
California
|
Greenbough, LLC
|
Delaware
|
Hot
Springs Atrium Owner, LLC
|
Delaware
|
Hot
Springs Cottages Owner, LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
Hot
Springs Marina Owner, LLC
|
Delaware
|
Hutton I Land, Inc.
|
Ohio
|
Hutton II Land, Inc.
|
Ohio
|
Hutton III Land, Inc.
|
Ohio
|
Indiana Lessor – Wellington Manor, Inc.
|
Maryland
|
LAD I Real Estate Company, LLC
|
Delaware
|
Leatherman 90-1, Inc.
|
Ohio
|
Leatherman Partnership 89-1, Inc.
|
Ohio
|
Leatherman Partnership 89-2, Inc.
|
Ohio
|
Meridian Arms Land, Inc.
|
Ohio
|
North Las Vegas LLC
|
Delaware
|
NRS Ventures, L.L.C.
|
Delaware
|
Ocean Springs Nursing Home, Inc.
|
Mississippi
|
OHI (Connecticut), Inc.
|
Connecticut
|
OHI (Illinois), Inc.
|
Illinois
|
OHI (Indiana), Inc.
|
Indiana
|
OHI (Iowa), Inc.
|
Iowa
|
OHI Asset (AR) Ash Flat, LLC
|
Delaware
|
OHI Asset (AR) Camden, LLC
|
Delaware
|
OHI Asset (AR) Conway, LLC
|
Delaware
|
OHI Asset (AR) Des Arc, LLC
|
Delaware
|
OHI Asset (AR) Hot Springs, LLC
|
Delaware
|
OHI Asset (AR) Malvern, LLC
|
Delaware
|
OHI Asset (AR) Mena, LLC
|
Delaware
|
OHI Asset (AR) Pocahontas, LLC
|
Delaware
|
OHI Asset (AR) Sheridan, LLC
|
Delaware
|
OHI Asset (AR) Walnut Ridge, LLC
|
Delaware
|
OHI Asset (AZ) Austin House, LLC
|
Delaware
|
OHI Asset (CA), LLC
|
Delaware
|
OHI Asset (CO), LLC
|
Delaware
|
OHI Asset (CT) Lender, LLC
|
Delaware
|
OHI Asset (FL) Lake Placid, LLC
|
Delaware
|
OHI Asset (FL) Lender, LLC
|
Delaware
|
OHI Asset (FL), LLC
|
Delaware
|
OHI Asset (GA) Macon, LLC
|
Delaware
|
OHI Asset (GA) Moultrie, LLC
|
Delaware
|
OHI Asset (GA) Snellville, LLC
|
Delaware
|
OHI Asset (ID) Holly, LLC
|
Delaware
|
OHI Asset (ID) Midland, LLC
|
Delaware
|
OHI Asset (ID), LLC
|
Delaware
|
OHI Asset (IL), LLC
|
Delaware
|
OHI Asset (IN) American Village
, LLC
|
Delaware
|
OHI Asset (IN) Anderson
, LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
Subsidiary Name
|
Home
State
|
OHI
Asset (MS) Yazoo City, LLC
|
Delaware
|
OHI
Asset (NC) Wadesboro, LLC
|
Delaware
|
OHI
Asset (OH) Lender, LLC
|
Delaware
|
OHI
Asset (OH), LLC
|
Delaware
|
OHI
Asset (OR) Portland, LLC
|
Delaware
|
OHI
Asset (OR) Troutdale, LLC
|
Delaware
|
OHI
Asset (PA) GP, LLC
|
Delaware
|
OHI
Asset (PA) Trust
|
Maryland
|
OHI
Asset (PA) West Mifflin, LP
|
Delaware
|
OHI
Asset (PA), LLC
|
Delaware
|
OHI
Asset (SC) Aiken, LLC
|
Delaware
|
OHI
Asset (SC) Anderson, LLC
|
Delaware
|
OHI
Asset (SC) Easley Anne, LLC
|
Delaware
|
OHI
Asset (SC) Easley Crestview, LLC
|
Delaware
|
OHI
Asset (SC) Edgefield, LLC
|
Delaware
|
OHI
Asset (SC) Greenville Griffith, LLC
|
Delaware
|
OHI
Asset (SC) Greenville Laurens, LLC
|
Delaware
|
OHI
Asset (SC) Greenville North, LLC
|
Delaware
|
OHI
Asset (SC) Greenville, LLC
|
Delaware
|
OHI
Asset (SC) Greer, LLC
|
Delaware
|
OHI
Asset (SC) Marietta, LLC
|
Delaware
|
OHI
Asset (SC) McCormick, LLC
|
Delaware
|
OHI
Asset (SC) Orangeburg, LLC
|
Delaware
|
OHI
Asset (SC) Pickens East Cedar, LLC
|
Delaware
|
OHI
Asset (SC) Pickens Rosemond, LLC
|
Delaware
|
OHI
Asset (SC) Piedmont, LLC
|
Delaware
|
OHI
Asset (SC) Simpsonville SE Main, LLC
|
Delaware
|
OHI
Asset (SC) Simpsonville West Broad, LLC
|
Delaware
|
OHI
Asset (SC) Simpsonville West Curtis, LLC
|
Delaware
|
OHI
Asset (TN) Bartlett, LLC
|
Delaware
|
OHI
Asset (TN) Collierville, LLC
|
Delaware
|
OHI
Asset (TN) Jefferson City, LLC
|
Delaware
|
OHI
Asset (TN) Memphis, LLC
|
Delaware
|
OHI
Asset (TX) Anderson, LLC
|
Delaware
|
OHI
Asset (TX) Bryan, LLC
|
Delaware
|
OHI
Asset (TX) Burleson, LLC
|
Delaware
|
OHI
Asset (TX) College Station, LLC
|
Delaware
|
OHI
Asset (TX) Comfort, LLC
|
Delaware
|
OHI
Asset (TX) Diboll, LLC
|
Delaware
|
OHI
Asset (TX) Granbury, LLC
|
Delaware
|
OHI
Asset (TX) Hondo, LLC
|
Delaware
|
OHI
Asset (TX) Italy, LLC
|
Delaware
|
OHI
Asset (TX) Winnsboro, LLC
|
Delaware
|
Subsidiary Name
|
Home
State
|
OHI
Asset (TX), LLC
|
Delaware
|
OHI
Asset (UT) Ogden, LLC
|
Delaware
|
OHI
Asset (UT) Provo, LLC
|
Delaware
|
OHI
Asset (UT) Roy, LLC
|
Delaware
|
OHI
Asset (VA) Charlottesville, LLC
|
Delaware
|
OHI
Asset (VA) Farmville, LLC
|
Delaware
|
OHI
Asset (VA) Hillsville, LLC
|
Delaware
|
OHI
Asset (VA) Rocky Mount, LLC
|
Delaware
|
OHI
Asset (WA) Battle Ground, LLC
|
Delaware
|
OHI
Asset (WV) Danville, LLC
|
Delaware
|
OHI
Asset (WV) Ivydale, LLC
|
Delaware
|
OHI
Asset CHG ALF, LLC
|
Delaware
|
OHI
Asset CSB LLC
|
Delaware
|
OHI
Asset CSE – E, LLC
|
Delaware
|
OHI
Asset CSE – U, LLC
|
Delaware
|
OHI
Asset HUD CFG, LLC
|
Delaware
|
OHI
Asset HUD Delta, LLC
|
Delaware
|
OHI
Asset HUD H-F, LLC
|
Delaware
|
OHI
Asset HUD SF CA, LLC
|
Delaware
|
OHI
Asset HUD SF, LLC
|
Delaware
|
OHI
Asset HUD WO, LLC
|
Delaware
|
OHI
Asset II (CA), LLC
|
Delaware
|
OHI
Asset II (FL), LLC
|
Delaware
|
OHI
Asset II (PA) Trust
|
Maryland
|
OHI
Asset III (PA) Trust
|
Maryland
|
OHI
Asset IV (PA) Silver Lake Trust
|
Maryland
|
OHI
Asset Management, LLC
|
Delaware
|
OHI
Asset RO PMM Services, LLC
|
Delaware
|
OHI
Asset RO, LLC
|
Delaware
|
OHI
Asset, LLC
|
Delaware
|
OHI
Healthcare Properties Holdco, Inc.
|
Delaware
|
OHI
Healthcare Properties Limited Partnership (f/k/a OHI Healthcare Properties Limited Partnership,
L.P.)
|
Delaware
|
OHI
Mezz Lender, LLC
|
Delaware
|
OHI
Tennessee, Inc.
|
Maryland
|
OHIMA,
Inc.
|
Massachusetts
|
Omega
TRS I, Inc.
|
Maryland
|
Orange
Village Care Center, Inc.
|
Ohio
|
Palm
Valley Senior Care, LLC
|
Arizona
|
Panama
City Nursing Center LLC
|
Delaware
|
Pavillion
North Partners, Inc.
|
Pennsylvania
|
Pavillion
North, LLP
|
Pennsylvania
|
Subsidiary Name
|
Home
State
|
Pavillion Nursing Center North, Inc.
|
Pennsylvania
|
Pensacola Real Estate Holdings I, Inc.
|
Florida
|
Pensacola Real Estate Holdings II, Inc.
|
Florida
|
Pensacola Real Estate Holdings III, Inc.
|
Florida
|
Pensacola Real Estate Holdings IV, Inc.
|
Florida
|
Pensacola Real Estate Holdings V, Inc.
|
Florida
|
PV Realty-Clinton, LLC
|
Maryland
|
PV Realty-Holly Hill, LLC
|
Maryland
|
PV Realty-Kensington, LLC
|
Maryland
|
PV Realty-Willow Tree, LLC
|
Maryland
|
Ridgecrest Senior Care, LLC
|
Arizona
|
Skyler Boyington, Inc.
|
Mississippi
|
Skyler Florida, Inc.
|
Mississippi
|
Skyler Maitland LLC
|
Delaware
|
Skyler Pensacola, Inc.
|
Florida
|
SLC Property Investors, LLC
|
Delaware
|
St. Mary’s Properties, Inc.
|
Ohio
|
Sterling Acquisition Corp.
|
Kentucky
|
Suwanee, LLC
|
Delaware
|
Texas Lessor – Stonegate GP, Inc.
|
Maryland
|
Texas Lessor – Stonegate, Limited, Inc.
|
Maryland
|
Texas Lessor – Stonegate, LP
|
Maryland
|
The Suburban Pavilion, Inc.
|
Ohio
|
Washington Lessor – Silverdale, Inc.
|
Maryland
|
Wilcare, LLC
|
Ohio
|
(1) | Registration Statement (Form S-8 Nos. 333-189144 and 333-117656) related to the 2013 Stock Incentive Plan (formerly known as the 2004 Stock Incentive Plan) of Omega Healthcare Investors, Inc.; |
(2) | Registration Statement (Form S-3 No. 333-187037) related to the Dividend Reinvestment and Common Stock Purchase Plan of Omega Healthcare Investors, Inc.; and |
(3) | Registration Statement (Form S-3 No. 333-179795), an unallocated universal registration statement expiring February 28, 2015; and |
(4) | Registration Statement (Form S-4 No. 333-201359) relating to transactions with Aviv REIT, Inc. |
1. | I have reviewed this Annual Report on Form 10-K of Omega Healthcare Investors, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
|
/S/ C. TAYLOR PICKETT
|
|
C. Taylor Pickett
|
|||
Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K of Omega Healthcare Investors, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
/S/ ROBERT O. STEPHENSON | ||
Robert O. Stephenson | |||
Chief Financial Officer
|
(1) | the Annual Report on Form 10-K of the Company for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/S/ C. TAYLOR PICKETT
|
|
|||
C. Taylor Pickett
|
|
|||
Chief Executive Officer
|
|
(1) | the Annual Report on Form 10-K of the Company for the year ended December 31, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/S/ ROBERT O. STEPHENSON
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Robert O. Stephenson
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Chief Financial Officer
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