OHI Group S.A. Initiates Consent Solicitation for Financial Statement Extensions

OHI Group S.A. Pursues Consent Solicitation for Financial Reporting Deferral

OHI Group S.A., a company based in Luxembourg, has announced its intention to seek consent from holders of its senior secured amortizing notes as part of preparations for an initial public offering (IPO) in the United States. The Issuer is aiming to list on the New York Stock Exchange later this year, pending favorable market conditions. This significant step requires the company to address critical financial reporting obligations effectively.

IPO Registration and Financial Reauditing

The registration process with the U.S. Securities and Exchange Commission (SEC) necessitates that OHI Group S.A. has its financial statements reaudited according to the standards set by the Public Company Accounting Oversight Board (PCAOB). This reauditing adds layers of complexity to the company's financial disclosures. Currently, OHI is finalizing preparations for this critical process, which they acknowledge may lead to delays in reporting.

As a result of this situation, OHI Group S.A. is proactively seeking consents from noteholders to defer the delivery of audited annual and unaudited quarterly financial statements. Specifically, the annual report for the fiscal year ending December 31, 2024, and the quarterly report for the quarter ending March 31, 2025, have been requested to be postponed until no later than July 31, 2025.

Transparency and Investor Engagement

Despite the anticipated delays, OHI Group S.A. emphasizes its commitment to transparent investor relations and timely access to financial information. On May 29, 2025, the company released unaudited financial performance indicators showcasing their current leverage and liquidity status. Additionally, they have expressed intentions to submit a confidential draft registration statement to the SEC regarding the planned IPO.

In announcing the consent solicitation, OHI Group S.A. outlined the proposed amendments to its existing indenture agreement concerning the notes. These amendments include provisions to allow for the deferred publication of the required financial reports, essential for aligning with the expectations set within the existing documentation governing the notes.

Important Dates and Process

The consent solicitation process will conclude at 5:00 PM New York time on June 6, 2025. In order to implement the proposed amendments, OHI needs approval from holders of a majority of the aggregate principal amount of the outstanding notes. Once the necessary consents are secured, all noteholders will be governed by the new stipulations, regardless of whether they consented.

The Issuer has emphasized that consents can be revoked at any point before they have been formally accepted, adding another layer of flexibility for noteholders during this critical period. Once the required consents are gathered, OHI plans to notify BNY Mellon Corporate Trustee Services Limited and proceed with executing a supplemental indenture as swiftly as possible.

Cautionary Notes

Investors are encouraged to review the consent solicitation statement in detail to understand the particular terms and obligations presented. OHI Group S.A. clarifies that this announcement serves only informational purposes and does not constitute an offer to sell or solicit securities in any jurisdiction where such actions may be illegal.

As OHI Group S.A. moves forward with their consent solicitation and IPO preparations, stakeholders will be keenly watching for updates, particularly regarding their financial performance and compliance with SEC regulations. The successful execution of these plans will be vital for the company's future operations and market position.