The following summary highlights certain information contained in this prospectus. Because it is only a summary, it does not contain all of the information you should consider before participating in the exchange offer. You should carefully read this entire prospectus before participating in the exchange offer. In particular, you should read“Risk Factors,” and our financial statements and the notes relating thereto presented herein and incorporated by reference into this prospectus. AllExcept as otherwise indicated, all references to“Omega,”“Company,” “Company,we,” “we,our,” “our,us,” “us,” and similar terms in this prospectus refer to Omega Healthcare Investors, Inc. together with its subsidiaries through which it operates.operates, unless the context otherwise requires. Unless otherwise indicated, the non-financial information presented herein is as of the date of this prospectus.

We are a self-administered REIT investing in income-producing healthcare facilities, principally long-term care facilities, located in the United States. We provide lease or mortgage financing to qualified operators of skilled nursing facilities, which we refer to as SNFs,skilled nursing facilities, and, to a lesser extent, assisted living facilities, independent living facilities and rehabilitation and acute care facilities.

We were incorporated in the State of Maryland on March 31, 1992.  Our principal executive offices are located at 200 International Circle, Suite 3500, Hunt Valley, Maryland 21030, and our telephone number is (410) 427-1700.  Additional information regarding our company is set forth in documents on file with the SEC and incorporated by reference in this prospectus.  See “Incorporation of Documents by Reference” and “Where You Can Find More Information.”

Our filings with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are accessible free of charge on our website at www.omegahealthcare.com.  Information on our website does not constitute part of this prospectus.

On March 19, 2012,September 11, 2014, we issued an aggregate principal amount of $400,000,000$250,000,000 of 5 7/8%4.50% Senior Notes due 20242025 to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable securities laws.  In connection with each sale of the initial notes to the initial purchasers, we entered into a registration rights agreement pursuant to which we agreed, among other things, to deliver this prospectus to you, to commence this exchange offer and to use our commercially reasonable efforts to complete the exchange offer not later than 360 days after the issue date of the initial notes. The summary below describes the principal terms and conditions of the exchange offer.  Some of the terms and conditions described below are subject to important limitations and exceptions.  See “The Exchange Offer” for a more detailed description of the terms and conditions of the exchange offer and “Description of Notes” for a more detailed description of the terms of the exchange notes.