OHI Group S.A. Launches Solicitation for Financial Amendments
OHI Group S.A. Initiates Consent Solicitation for Notes
Executive Summary — OHI Group S.A. (the "Issuer") is gearing up for a proposed initial public offering of its shares to be registered with the U.S. Securities and Exchange Commission (SEC) and likely listed on the New York Stock Exchange. The timeline for this IPO is anticipated to be later this year, contingent on market conditions. An essential part of this IPO process involves the reauditing of the Issuer's financial statements following the standards set by the US Public Company Accounting Oversight Board (PCAOB). This additional step has introduced various layers of scrutiny and discussions as the Issuer finalizes its preparations.
In light of the current situation, the Issuer seeks consents from holders of its Notes to postpone the delivery of its audited annual financial statements for the financial year ending December 31, 2024, and its unaudited quarterly financial statements for the quarter ending March 31, 2025, to a maximum of July 31, 2025.
Despite this postponement, the Issuer remains dedicated to fostering positive investor relations and ensuring timely access to its financial information. An earnings release detailing unaudited financial performance, liquidity, and leverage was made public, giving investors insight into the Issuer's standing as of December 31, 2024. Furthermore, the Issuer expressed its intent to confidentially file a draft registration statement with the SEC concerning the proposed IPO of its ordinary shares.
Details of the Consent Solicitation
On June 2, 2025, OHI Group S.A. officially launched a solicitation (the "Solicitation") aimed at acquiring consents (the "Consents") from the holders of its Notes (the "Holders"). These Consents are required to approve specific amendments and waivers related to the indenture dated July 22, 2024, pertaining to the Notes (collectively referred to as the "Indenture"). The proposed amendments include: (A) delaying the publication and delivery of the annual report, which is now required within 120 days after the fiscal year-end (originally due by April 30, 2025), to no later than July 31, 2025; (B) deferring the quarterly financial statements to a similar timeline; (C) waiving events of default due to this delay, provided that the reports are submitted by the new deadline; and (D) implementing any necessary ancillary amendments to the Indenture to effect these changes.
Consent Requirements and Timeline
Approval of the Proposed Amendments requires the Consents of a majority of the total principal amount of the Notes issued and outstanding (these are known as the "Required Consents"). Unfortunately, a Holder may revoke a Consent at any point prior to the Effective Time as defined in the Solicitation documents. If the Required Consents are not acquired by the Expiration Time (set for 5:00 p.m. New York time on June 6, 2025), then all Consents will automatically become void.
Once the Required Consents are received, the Issuer plans to notify BNY Mellon Corporate Trustee Services Limited, acting as trustee under the Indenture, to inform them that the Required Consents have been successfully collected. This is referred to as the Effective Time. The Issuer and the Trustee will then work to execute a supplemental indenture to the original Indenture promptly thereafter, although holders should be aware that notification of the Effective Time may not precede the Expiration Time.
Conclusion and Contact Information
The Solicitation is guided by the terms found in the Issuer's Consent Solicitation Statement regarding the Notes, dated June 2, 2025. At its discretion, the Issuer may cancel, extend, or modify the Solicitation as outlined in that statement. Holders of the Notes are strongly encouraged to read the Consent Solicitation Statement to understand the detailed terms regarding the Solicitation and how they can provide their consents for the Proposed Amendments and Waivers.
For additional information, Kroll Issuer Services Limited serves as the Information and Tabulation Agent for this Solicitation and can be reached by phone or email. Please contact:
The Information and Tabulation Agent:
Kroll Issuer Services Limited
Telephone: +44 20 7704 0880
Email: [email protected]
Attention: Arlind Bytyqi
Consent Website: https://deals.is.kroll.com/ohigroup
Frequently Asked Questions
What is the purpose of the consent solicitation by OHI Group S.A.?
The consent solicitation aims to receive approval from holders to amend certain financial reporting deadlines associated with the Notes.
What financial statements are affected by this amendment?
The amendments concern the audited annual financial statements for the year ending December 31, 2024, and the unaudited quarterly financial statements for the quarter ending March 31, 2025.
What happens if the required consents are not obtained?
If the required consents are not gathered by the specified deadline, the consents will automatically become void.
Who can provide consent for the amendments?
Holders of the Notes are eligible to provide their consent for the proposed amendments.
How can holders stay informed on the process?
Holders are encouraged to review the Consent Solicitation Statement and contact Kroll Issuer Services Limited for further details.
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