Omega Healthcare Investors Inc美股招股说明书(2025-06-11版)

$5.200% Senior Notes due 2030 We are offering $600,000,000 principal amount of our 5.200% Senior Notes due 2030 (the “notes”). We intend to use the net proceedsfrom this offering for general corporate purposes, which may include, among other things, repayment of our existing indebtedness andfuture acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses relatedto this offering. See “Use of proceeds.” The notes will pay interest semi-annually in cash in arrears on January1 and July1 of each year, beginning on January1, 2026. Thenotes will mature on July1, 2030. We may redeem some or all of the notes prior to June1, 2030, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium calculated by reference to United States treasuries with a maturity comparable to the remaining term of the applicableseries of notes, and accrued and unpaid interest, if any, to, but not including, the redemption date. The notes will be redeemable at anytime on or after June1, 2030, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, ifany, to, but not including, the redemption date. The notes will be our unsecured senior obligations and will rank equally in right of payment with all of our existing and future senior debtand senior in right of payment to all of our existing and future subordinated debt. The notes will be effectively subordinated in right ofpayment to our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The noteswill be structurally subordinated to all existing and future liabilities (including indebtedness, trade payables and lease obligations) ofeach of our non-guarantor subsidiaries. The notes will be fully and unconditionally guaranteed by OHI Healthcare Properties Limited Partnership, our operating partnership. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. Investing in the notes involves risk. You should carefully consider all of the information in this prospectus supplement and theaccompanying prospectus. In particular, for a discussion of certain factors you should consider before buying the notes, see“Supplemental risk factors” beginning on pageS-5of this prospectus supplement, “Risk factors” on page5of theaccompanying prospectus and the risk factors included in the documents incorporated by reference herein. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or accompanying prospectus are accurate orcomplete. Any representation to the contrary is a criminal offense. The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, onor about June20, 2025. You should rely only on the information contained or incorporated by reference in thisprospectus supplement and the accompanying prospectus or in any free writing prospectusrelating to this offering prepared by or on behalf of us or to which we have referred you. Neitherwe nor the underwriters have authorized any other person to provide you with different oradditional information. If anyone provides you with different or additional information, youshould not rely on it. We are not, and the underwriters are not, making an offer to sell the notesin any jurisdiction where the offer or sale is not permitted. You should assume that theinformation appearing in this prospectus supplement, the accompanying prospectus, or in anyfree writing prospectus relating to this offering prepared by or on behalf of us or to which wehave referred you, including the documents incorporated herein and therein by reference, isaccurate only as of their respective dates. Our business, financial condition, results ofoperations and prospects may have changed since those dates. Table of contents This prospectus supplement is a supplement to the accompanying prospectus. If information in thisprospectus supplement is inconsistent with the prospectus, the information in this prospectussupplement will supersede the information in the prospectus. It is important for you to read andcarefully consider all information contained in this prospectus supplement and the accompanyingprospectus. You should also read and carefully consider the information in the documents to which wehave referred you in “Where you can find more information.” Unless otherwise indicated or required by the context, the terms “we,” “our,” “us,” “Omega” and the“company” refer to Omega Hea