#Senior Secured Notes #Luxembourg #consent solicitation #OHI Group S.A.

OHI Group S.A. Consent Solicitation Announcement

Introduction
OHI Group S.A., a company based in Luxembourg, has made a significant announcement regarding its Senior Secured Amortizing Notes. On July 17, 2025, the company launched a solicitation aimed at obtaining consent from current noteholders for specific amendments and waivers related to these securities. This move is essential for the company to navigate financial strategies effectively, with the aim of benefiting its stakeholders and ensuring operational flexibility.

Details of the Solicitation
The consent solicitation is focused on amending the existing indenture dated July 22, 2024, which governs the company's $400 million in Senior Secured Notes. This issuance has a stated interest rate of 13.0% and is due in 2029. The solicitation seeks to gain approval for the following key provisions:
1. Mandatory Redemption: The company proposes a mandatory redemption of $20 million of the outstanding notes at a price of 105% of the principal amount plus any accrued interest. This redemption is set to be executed within five business days following the approval of the required consents.
2. Utilization of Unutilized Funds: The company's plan includes a request to retain and utilize the remaining $20 million of unallocated fleet expansion proceeds for general corporate purposes without the need for additional security.
3. Waiver of Defaults: OHI Group is also seeking to waive any current defaults or events of default derived from the existing provisions regarding fleet expansion, which may affect the organization's capacity for decisions and operational maneuvers.
4. Ancillary Amendments: Lastly, any minor amendments required to implement the aforementioned changes will also be addressed as part of the solicited consent.

Voting Procedures and Timeline
For these proposed amendments to take effect, the consent of holders representing the majority of the outstanding aggregate principal amount of the notes is necessary. Noteholders can revoke their consent at any time before the effective time (the moment when the consents are confirmed) but not after. It’s important to note that if the requisite consents are not obtained by the expiration time, the solicitation will lose its validity. The solicitation is set to expire at 5:00 PM New York time on July 22, 2025.

Next Steps after Consent
Upon receiving the needed consents, OHI Group intends to promptly notify BNY Mellon Corporate Trustee Services Limited, the trustee managing the indenture. The next procedural step will involve the execution of a supplemental indenture that reflects the consent and the changes therein. Noteholders should be informed that the effective time may occur prior to the expiration time, which could mean they would not receive prior notification of such timing, hence the importance of staying informed.

Conclusion
This solicitation represents a significant move by OHI Group S.A. to ensure operational continuity and optimize financial strategies. The proposed amendments not only aim to address current financial challenges but also provide a pathway for enhanced flexibility within the corporate structure. As the situation develops, noteholders are encouraged to review the consent solicitation statement in detail and make informed decisions regarding their positions.

Holders can reach out to Kroll Issuer Services Limited for more detailed information regarding the solicitation or contact Morgan Stanley & Co. LLC for any queries related to the solicitation process. This release does not serve as an offer to buy or sell any securities and should be interpreted with caution, considering the inherent risks involved.

Disclaimer: This article is for information purposes only and is not a solicitation for investment or a recommendation. Noteholders are encouraged to conduct thorough assessments before making financial decisions.