Issuer Free Writing Prospectus filed pursuant to Rule 433
supplementing the Preliminary Prospectus Supplement dated May 13, 2010
Registration No. 333-166710
May 13, 2010
Omnicare, Inc.
Pricing Supplement
Pricing Supplement dated May 13, 2010 to Preliminary Prospectus Supplement dated May 13, 2010 of Omnicare, Inc. This Pricing Supplement is qualified in its entirety by reference to the Preliminary Prospectus Supplement. The information in this Pricing Supplement supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement. Financial information present in the Preliminary Prospectus Supplement is deemed to have changed to the extent affected by changes described herein. Capitalized terms used in this Pricing Supplement but not defined have the meanings given them in the Preliminary Prospectus Supplement.
| Issuer | Omnicare, Inc. | ||||||
| Aggregate Principal Amount | $400,000,000 | ||||||
| Title of Security | 7.750% Senior Subordinated Notes due 2020 | ||||||
| Maturity | June 1, 2020 | ||||||
| Coupon | 7.750% | ||||||
| Public Offering Price | 100.000% plus accrued interest, if any, from May 18, 2010 | ||||||
| Yield to Maturity | 7.750% | ||||||
| Spread to Treasury | +421 bps | ||||||
| Benchmark | UST 3.625% due February 15, 2020 | ||||||
| Interest Payment Dates | June 1 and December 1 of each year, beginning on December 1, 2010 | ||||||
| Gross Proceeds | $400,000,000 | ||||||
| Underwriting Discount | 2.000% | ||||||
| Net Proceeds to Issuer before Expenses | $392,000,000 | ||||||
| Optional Redemption | |||||||
| On or after June 1, 2015 at the following redemption prices plus accrued and unpaid interest, if any: | |||||||
| Year |
Percentage | ||||||
| 2015 |
103.875 | % | |||||
| 2016 |
102.583 | % | |||||
| 2017 |
101.292 | % | |||||
| 2018 and thereafter |
100.000 | % | |||||
| Make-whole call: |
Prior to June 1, 2015 at 100% plus the excess of discounted present value at Treasury plus 50 basis points over outstanding principal amount, plus accrued and unpaid interest, if any. | ||||||
| Optional Redemption with Equity Proceeds: |
At any time prior to June 1, 2013, up to 35% may be redeemed at 107.750% plus accrued and unpaid interest, if any. | ||||||
| Change of Control | Upon certain change of control events, each holder may require the Issuer to repurchase at 101%, plus accrued and unpaid interest, if any | ||||||
| Use of Proceeds | Repurchase the Issuer’s 6.75% Senior Subordinated Notes due 2013, repay amounts outstanding under the Issuer’s senior credit facility and for general corporate purposes, which may include the repurchase of shares of Issuer’s common stock from time to time. | ||||||
| Trade Date | May 13, 2010 | ||||||
| Settlement Date | May 18, 2010 (T+3) | ||||||
| Ratings* | Moody’s: Ba2 S&P: BB | ||||||
| Denominations | $2,000 and integral multiples of $1,000 | ||||||
| CUSIP/ISIN Numbers | CUSIP: 681904 AM0 ISIN: US681904AM08 | ||||||
| Form of Offering | SEC Registered (Registration No. 333-166710) | ||||||
| Joint Book-Running Managers | J.P. Morgan Securities Inc. Barclays Capital Inc. Citigroup Global Markets Inc. SunTrust Robinson Humphrey, Inc. | ||||||
| Co-Managers | Daiwa Capital Markets America Inc. The Huntington Investment Company KeyBanc Capital Markets Inc. Mitsubishi UFJ Securities (USA), Inc. RBC Capital Markets Corporation RBS Securities Inc. U.S. Bancorp Investments, Inc. | ||||||
| Allocation | Name |
Principal Amount of Notes to be Purchased |
|||||
| J.P. Morgan Securities Inc. | $ | 130,000,000 | |||||
| Barclays Capital Inc. | 70,000,000 | ||||||
| Citigroup Global Markets Inc. | 70,000,000 | ||||||
| SunTrust Robinson Humphrey, Inc. | 60,000,000 | ||||||
| Daiwa Capital Markets America Inc. | 3,000,000 | ||||||
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| Goldman, Sachs & Co | 10,000,000 | |||||
| The Huntington Investment Company | 8,000,000 | |||||
| KeyBanc Capital Markets Inc. | 8,000,000 | |||||
| Mitsubishi UFJ Securities (USA), Inc. | 11,000,000 | |||||
| RBC Capital Markets Corporation | 8,000,000 | |||||
| RBS Securities Inc. | 11,000,000 | |||||
| U.S. Bancorp Investments, Inc. | 11,000,000 |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.
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