Omega Healthcare Investors To Acquire MedEquities Realty Trust - Quick Facts

(RTTNews) - Omega Healthcare Investors, Inc. (OHI) has agreed to acquire all of the outstanding shares of MedEquities Realty Trust, Inc. (MRT), the two companies said Wednesday. The transaction represents an enterprise value of about $600 million for MedEquities and further diversifies Omega's assets and operators.

Omega is a real estate investment trust that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. MedEquities Realty Trust is a self-managed and self-administered real estate investment trust that invests in healthcare properties and healthcare-related real estate debt investments within the acute, post-acute and behavioral sectors of healthcare services.

The boards of directors of both companies have unanimously approved the transaction.

Under the terms of the agreement, MedEquities stockholders will receive a fixed exchange ratio of 0.235 Omega common shares plus $2.00 in cash for each share of MedEquities common stock held by them, which represents a value of $10.26 per MedEquities share based on the $35.15 closing price for Omega common stock on December 31, 2018.

Separately, MedEquities will declare a special cash dividend of $0.21 per share payable to the holders of record of MedEquities common stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the transaction.

There are no changes planned to Omega's board of directors or executive officers related to the merger transaction.

The transaction, which requires approval by the stockholders of MedEquities, is expected to close in the first half of 2019. Completion of the transaction is not subject to approval by Omega's stockholders and is not subject to any financing contingency.

Omega said it anticipates annual FFO, AFFO and FAD accretion of approximately $0.05 per Omega share. The company noted that operator diversification will increase with 9 new operators, while property type diversification will increase non-skilled nursing assets modestly by $296 million.