OMEGA HEALTHCARE INVESTORS INC Debt Disclosure
NOTE 14 - BORROWING ARRANGEMENTS
The following is a summary of our long-term borrowings:
| | Annual | | ||||||||
Interest Rate | |||||||||||
as of | |||||||||||
December 31, | December 31, | December 31, | |||||||||
| Maturity | | 2025 | | 2025 | | 2024 | ||||
| | | (in thousands) | ||||||||
Secured borrowings: |
| |
| |
| |
| | |||
2026 Mortgage Loan(1) |
| 2026 |
| N/A | $ | — | $ | 231,148 | |||
Deferred financing costs – net |
| |
|
| — |
| (3,753) | ||||
Premium – net(2) |
| |
| |
| — |
| 15,915 | |||
Total secured borrowings | — | 243,310 | |||||||||
Unsecured borrowings: |
| |
| |
| |
| | |||
Revolving Credit Facility(3) |
| 2029 |
| % |
| 242,000 |
| — | |||
242,000 | — | ||||||||||
Senior notes and other unsecured borrowings: | |||||||||||
2025 notes(3)(4) |
| 2025 |
| N/A |
| — |
| 400,000 | |||
2026 notes(3)(5) |
| 2026 |
| N/A |
| — |
| 600,000 | |||
2027 notes(3) |
| 2027 |
| 4.50 | % |
| 700,000 |
| 700,000 | ||
2028 notes(3) |
| 2028 |
| 4.75 | % |
| 550,000 |
| 550,000 | ||
2029 notes(3) |
| 2029 |
| 3.63 | % |
| 500,000 |
| 500,000 | ||
2030 notes(3) | 2030 | 5.20 | % | 600,000 | — | ||||||
2031 notes(3) | 2031 | 3.38 | % | 700,000 | 700,000 | ||||||
2033 notes(3) | 2033 | 3.25 | % | 700,000 | 700,000 | ||||||
2026 Term Loan(3) | 2026 |
| N/A |
| — |
| 428,500 | ||||
OP Term Loan(7) |
| 2025 |
| N/A |
| — |
| 50,000 | |||
2028 Term Loan(6) | 2028 | 5.22 | % | 300,000 | — | ||||||
Deferred financing costs – net |
| |
|
| (17,451) |
| (14,843) | ||||
Discount – net |
| |
| |
| (18,538) |
| (18,108) | |||
Total senior notes and other unsecured borrowings – net |
| |
| |
| 4,014,011 |
| 4,595,549 | |||
Total unsecured borrowings – net |
| |
| |
| 4,256,011 |
| 4,595,549 | |||
Total secured and unsecured borrowings – net(8)(9) |
| |
| | $ | 4,256,011 | $ | 4,838,859 | |||
| (1) | Wholly owned subsidiaries of Omega OP were the obligors on this loan (the “2026 Mortgage Loan”). The 2026 Mortgage Loan was denominated in GBP. |
| (2) | Represents the remaining fair value adjustment associated with the 2026 Mortgage Loan that was assumed as part of an asset acquisition in July 2024, which was being amortized over the remaining contractual term of the loan. Any remaining unamortized portion of the adjustment along with the unamortized deferred financing fees associated with the 2026 Mortgage Loan were reflected in net gain on debt extinguishment following the repayment in November 2025. |
| (3) | Guaranteed by Omega OP. |
| (4) | The Company repaid the $400 million of 4.50% senior notes that on January 15, 2025 using available cash. |
| (5) | On October 15, 2025, the Company redeemed, at par value, the $600.0 million of aggregate principal outstanding under its 5.250% Senior Notes with a scheduled maturity of January 15, 2026. The notes were repaid using proceeds from the issuance of the 2030 Senior Notes (defined below). |
| (6) | Reflects the impact of interest rate swaps on the 2028 Term Loan which effectively fix the SOFR-based portion of the interest rate at 4.019%. |
| (7) | Omega OP was the obligor on this borrowing. |
| (8) | All borrowings are direct borrowings of Parent unless otherwise noted. |
| (9) | Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of December 31, 2025 and December 31, 2024, we were in compliance with all applicable covenants for our borrowings. |
Secured Borrowings
2026 Mortgage Loan
As discussed in Note 3 – Real Estate Asset Acquisitions and Development, we assumed the 2026 Mortgage Loan as part of our acquisition of the remaining 51% interest in the Cindat Joint Venture. The 2026 Mortgage Loan was scheduled to mature in August 2026 but could be repaid without a prepayment penalty beginning November 2025. The 2026 Mortgage Loan bore interest at plus an applicable margin of 5.38%. We incurred $4.9 million of deferred costs in connection with the assumption of the 2026 Mortgage Loan. The initial fair value adjustment on the 2026 Mortgage Loan was $20.7 million and was being amortized into interest expense over the remaining contractual term of the loan. The 2026 Mortgage loan was repaid in full in November 2025 using proceeds from the 2028 Term Loan (defined below). In connection with the repayment, we recognized a gain on extinguishment of $5.6 million primarily related to the remaining amortized premium associated with the fair value adjustment.
Unsecured Borrowings
Revolving Credit Facility and 2028 Term Loan
On April 30, 2021, Omega entered into a credit agreement for a new $1.45 billion senior unsecured multicurrency revolving credit facility (the “2021 Revolving Credit Facility”), replacing our previous unsecured multicurrency revolving credit facility and the related credit agreement.
The 2021 Revolving Credit Facility bore interest at SOFR an adjustment of 0.11448% per annum (or in the case of loans denominated in GBP, the reference rate plus an adjustment of 0.1193% per annum, and in the case of loans denominated in Euros, the Euro interbank offered rate, or ) plus an applicable percentage (with a range of 95 to 185 basis points) based on our credit ratings. The 2021 Revolving Credit Facility could be drawn in Euros, GBP, Canadian Dollars (collectively, “Alternative Currencies”) or USD, with a $1.15 billion tranche available in USD and a $300 million tranche available in Alternative Currencies. The 2021 Revolving Credit Facility was set to mature on April 30, 2025, but in January 2025, Omega elected to utilize one of two six-month options to extend the maturity date to October 30, 2025.
On September 30, 2025, Omega entered into a credit agreement (the “2025 Omega Credit Agreement”) consisting of a new $2.0 billion senior unsecured multicurrency revolving credit facility (the “Revolving Credit Facility”) and a $300.0 million delayed draw term loan facility (the “2028 Term Loan”), replacing our previous 2021 Revolving Credit Facility. The 2025 Omega Credit Agreement contains an accordion feature permitting us, subject to compliance with customary conditions, to increase the maximum aggregate commitments thereunder to $3.0 billion, by requesting an increase in the aggregate commitments under the Revolving Credit Facility or by adding one or more tranches of term loans. The Revolving Credit Facility may be drawn in Alternative Currencies or USD, with a $600.0 million sublimit for loans in Alternative Currencies and the 2028 Term Loan may be drawn in USD.
The Revolving Credit Facility bears interest at SOFR (or in the case of loans denominated in Alternative Currencies, the applicable reference rate) plus (i) an applicable percentage (with a range of 72.5 to 140 basis points) based on the Company’s debt ratings and (ii) a facility fee based on the same ratings (with a range of 12.5 to 30 basis points). The 2028 Term Loan bears interest at SOFR plus an applicable percentage (with a range of 80 to 160 basis points) based on the Company’s debt ratings. The Revolving Credit Facility matures on September 28, 2029, subject to Omega’s option to extend such maturity for two consecutive periods. The 2028 Term Loan Credit Facility matures on September 29, 2028, subject to Omega’s option to extend such maturity for two consecutive periods.
We incurred $19.8 million of deferred costs in connection with the 2025 Omega Credit Agreement, of which $2.0 million related to the 2028 Term Loan. Deferred costs associated with the Revolving Credit Facility are reflected within Other Assets on the Consolidated Balance Sheets.
$600 Million Senior Note Issuance
On June 20, 2025, Omega issued $600 million of Senior Notes due 2030 (the “2030 Senior Notes”) that mature on July 1, 2030 and bear interest at a fixed rate of 5.200% per annum, payable semi-annually on January 1 and July 1 of each year, commencing on January 1, 2026. The 2030 Senior Notes were sold at an issue price of 99.118% of their face value, resulting in a discount of $5.3 million. We incurred $5.6 million of deferred costs in connection with the issuance. The net proceeds from the issuance will be used for general corporate purposes, which may include, among other things, repayment of our existing indebtedness and future acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses related to the offering.
2026 Term Loan
On August 8, 2023, Omega entered into a $400 million senior unsecured term loan facility (the “2026 Term Loan”). On September 27, 2023, Omega exercised an accordion feature to increase the aggregate commitment under the 2026 Term Loan by $28.5 million. The 2026 Term Loan bore interest at SOFR plus an adjustment of 0.1% per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit rating. The 2026 Term Loan had an original maturity date of August 8, 2025, subject to Omega’s option to extend such maturity date for two sequential periods. We recorded $3.3 million of deferred financing costs and a $1.4 million discount in connection with the 2026 Omega Credit Agreement.
In July 2025, the maturity date of the 2026 Term Loan was extended from August 8, 2025 to August 8, 2026 following Omega’s election to utilize one of two extension options. On September 30, 2025, Omega amended the 2026 Term Loan to, among other things, modify the interest rate margins to align with the 2028 Term Loan (a reduction of 35 basis points) and remove the 0.100% pricing step-up in each of the extension periods. During the fourth quarter of 2025, Omega fully repaid the 2026 Term Loan using available cash, proceeds from the 2028 Term Loan and the Revolving Credit Facility.
OP Term Loan
On April 30, 2021, Omega OP entered into a $50 million unsecured term loan facility (the “OP Term Loan”). The OP Term Loan bore interest at SOFR plus an adjustment of 0.11448% per annum plus an applicable percentage (with a range of 85 to 185 basis points) based on our credit ratings. The OP Term Loan was set to mature on April 30, 2025, subject to Omega OP’s option to extend such maturity date for two, six-month periods. Omega previously provided notification in January 2025 to extend the maturity date from April 30, 2025 to October 30, 2025. On April 29, 2025, Omega repaid OP Term Loan using available cash prior to its original maturity date.
General
Parent and Omega OP, on a combined basis, have no material assets, liabilities or operations other than financing activities (including borrowings under the senior unsecured revolving and term loan credit facility, OP term loan and the outstanding senior notes) and their investments in non-guarantor subsidiaries. Substantially all of our assets are held by non-guarantor subsidiaries.
The required principal payments, excluding the premium or discount and deferred financing costs on our secured and unsecured borrowings, for each of the five years following December 31, 2025 and the aggregate due thereafter are set forth below:
| (in thousands) | ||
2026 |
| $ | |
2027 |
| 700,000 | |
2028 |
| 850,000 | |
2029 |
| 742,000 | |
2030 |
| 600,000 | |
Thereafter |
| 1,400,000 | |
Total | $ | 4,292,000 | |
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 9, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 12, 2024 | |
| 2022 | Feb 14, 2023 | |
| 2021 | Feb 17, 2022 | |
| 2020 | Feb 22, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Feb 24, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.