CHEVY CHASE, Md., Dec. 22 /PRNewswire-FirstCall/ -- CapitalSource Inc. today announced that it has completed the sale of 40 long-term care facilities to Omega Health Care Investors Inc. , as per the terms of the previously announced Securities Purchase Agreement between the parties.
In this closing, CapitalSource received net proceeds from Omega of $234.8 million, consisting of $184.2 million in cash; and 2,714,959 shares of Omega common stock (valued at $50.6 million under the Purchase Agreement). Additionally, Omega assumed $59.4 million of debt associated with the 40 properties purchased. Included in the purchase price was $25 million for an option which can be exercised by Omega to acquire 63 additional long-term care facilities at any time through December 31, 2011 (step three of the Purchase Agreement). CapitalSource expects step two of the transaction for an additional 40 long-term care facilities to close on or about April 1, 2010.
As previously disclosed, CapitalSource expects to use the proceeds from the Omega sale to add to parent company liquidity and reduce the committed capacity of the Company's syndicated bank facility from the current level of $525 million. The Omega stock received by CapitalSource is required to be registered by Omega in the first quarter of 2010.
About CapitalSource
CapitalSource Inc. is a commercial lender that provides financial products to middle market businesses and offers depository products and services in southern and central California through its wholly owned subsidiary CapitalSource Bank. As of September 30, 2009, CapitalSource had total commercial assets of $10.4 billion and $4.4 billion in deposits. The Company is headquartered in Chevy Chase, MD. Visit http://www.capitalsource.com/ for more information.
Forward Looking Statements
This release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections and including statements about the sale to Omega Care Investors Inc. of assets in our healthcare net lease portfolio, including the purchase option, expected timing of closing of the next step of the transaction, our intended use of proceeds, requirements under our senior secured notes, and the registration of the stock we have received in the transaction, all of which are subject to numerous conditions, requirements, adjustments, options, assumptions, risks, and uncertainties, including the counterparty's discretion regarding whether to exercise its purchase option. All statements contained in this release that are not clearly historical in nature are forward-looking, and the words "anticipate," "assume," "intend," "believe," "expect," "estimate," "plan," "goal," "will," "outlook," "continue," "look forward," "should," and similar expressions are generally intended to identify forward-looking statements. All forward-looking statements (including statements regarding future financial and operating results and future transactions and closings and their results) involve risks, uncertainties and contingencies, many of which are beyond our control which may cause actual results, performance, or achievements to differ materially from anticipated results, performance or achievements. Actual results could differ materially from those contained or implied by such statements for a variety of factors, including without limitation: the proposed transactions may not be completed on the proposed terms and schedule or at all; we may not generate the expected proceeds; the ability of the parties to satisfy the conditions to the completion of the remaining transactions contemplated by the purchase agreement; potential adjustments to the form and amount of consideration payable in connection with the remaining transactions pursuant to the purchase agreement; potential unforeseen costs associated with the transactions; the stock we received in the transaction may not be registered in the required time period or at all; changes in economic or market conditions; continued or worsening recession in the overall economy or disruptions in credit and other markets; movements in interest rates and lending spreads; continued or worsening credit losses, charge-offs, reserves and delinquencies; our ability to successfully and cost effectively operate our business; competitive and other market pressures on product pricing and services; success and timing of our business strategies; the nature, extent, and timing of governmental actions and reforms; changes in tax laws or regulations affecting our business; and other factors described in CapitalSource's 2008 Annual Report on Form 10-K and documents subsequently filed by CapitalSource with the Securities and Exchange Commission. All forward-looking statements included in this news release are based on information available at the time of the release. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
CapitalSource Inc.
CONTACT: Investor Relations, Dennis Oakes, Senior Vice President -
Investor Relations, +1-212-321-7212, or Media Relations, Michael E. Weiss,
Director of Communications, +1-301-841-2918
Web Site: http://www.capitalsource.com/
