Omega Completes Acquisition of Aviv REIT

by Jeff Shaw

HUNT VALLEY, Md. and CHICAGO — Omega Healthcare Investors Inc. (NYSE:OHI) has completed its acquisition of all the outstanding shares of Aviv REIT Inc. (NYSE:Aviv), forming a combined real estate investment trust with equity market capitalization of approximately $7.8 billion and a total market capitalization of approximately $11.1 billion.

The combined company will focus principally on skilled nursing facilities, with a portfolio of investments including over 900 properties located in 41 states and operated by 81 different operators.

Under the terms of the merger agreement, each outstanding share of Aviv common stock was converted into nine-tenths of a share of Omega common stock. In connection with the merger, Omega issued approximately 43.9 million shares of common stock to former Aviv shareholders.

Omega stockholders own approximately 72 percent of the combined company, and former Aviv stockholders, together with the limited partners of Aviv Healthcare Properties Limited Partnership, own the remaining 28 percent.

On April 1, Omega also closed an amendment to its revolving credit and term loan facility, increasing the size of the revolving credit facility to $1.25 billion and adding a new $200 million term loan facility.

Simultaneous with the closing of the merger, all of Aviv’s outstanding unsecured debt was repaid or otherwise satisfied and discharged. Omega and its affiliates have outstanding revolving credit facility borrowings of $320 million and term loan facility borrowings of $500 million.

Taylor Pickett will continue to serve as Omega’s CEO. Craig M. Bernfield, former Aviv chairman and CEO, and Norman R. Bobins and Ben W. Perks, former directors of Aviv, were appointed to the Omega board of directors. In addition, Steven J. Insoft, former president and COO of Aviv, was appointed Omega’s chief corporate development officer.

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