UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 2, 2020
OMEGA HEALTHCARE INVESTORS, INC.
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
| Maryland | 1-11316 | 38-3041398 |
| (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) | (Omega Healthcare Investors, Inc.) |
| Delaware | 33-203447-11 | 36-4796206 |
| (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) | (OHI Healthcare Properties Limited Partnership) |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
303 International Circle
Suite 200
Hunt Valley, Maryland 21030
(Address of principal executive offices / Zip Code)
(410) 427-1700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act. |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.10 par value | OHI | New York Stock Exchange |
| Co-Registrant CIK | 0001639315 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2020-1-2 |
| Co-Registrant EntityAddressAddressLine1 | 303 International Circle |
| Co-Registrant EntityAddressAddressLine2 | Suite 200 |
| Co-Registrant AddressCityOrTown | Hunt Valley |
| Co-Registrant AddressStateOrProvince | MD |
| Co-Registrant AddressPostalZipCode | 21030 |
| Co-Registrant CityAreaCode | 410 |
| Co-Registrant LocalPhoneNumber | 427-1700 |
| Co-Registrant Written Communications | false |
| Co-Registrant Solicitating Materials | false |
| Co-Registrant PreCommencement Tender Offer | false |
| Co-Registrant PreCommencement Issuer Tender Offer | false |
| Co-Registrant Emerging growth company | false |
| Co-Registrant Label | Omega OP |
| Item 8.01 | Other Events. |
On January 2, 2020, Omega Healthcare Investors, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) relating to the Company’s existing Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”), which was previously registered under a registration statement on Form S-3 (File No. 333-215424) dated January 4, 2017 (the “Prior Registration Statement”), under the Company’s existing universal shelf registration statement on Form S-3 (File No. 333-227148) dated August 31, 2018. The Prospectus Supplement covers the sale of up to 11,706,270 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) under the Plan. The Plan is designed to provide the Company’s existing stockholders and interested new investors with a method of purchasing Common Stock and investing all or a percentage of their cash dividends in additional shares of Common Stock. The Prospectus Supplement continues the Plan previously covered by the Prior Registration Statement.
Attached as Exhibit 5.1 to this Current Report on Form 8-K is a copy of the opinion of Shapiro Sher Guinot & Sandler P.A. regarding certain Maryland law matters, including the validity of the Common Stock offered pursuant to the Prospectus Supplement. Attached as Exhibit 8.1 to this Current Report on Form 8-K is a copy of the opinion of Bryan Cave Leighton Paisner LLP regarding certain tax matters in connection with the Prospectus Supplement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 5.1 | Opinion of Shapiro Sher Guinot & Sandler P.A. |
| 8.1 | Opinion of Bryan Cave Leighton Paisner LLP |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each co-registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OMEGA HEALTHCARE INVESTORS, INC. | ||
| Dated: January 2, 2020 | By: | /s/ Robert O. Stephenson |
| Robert O. Stephenson | ||
| Chief Financial Officer, Treasurer and Assistant Secretary | ||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | ||
| Dated: January 2, 2020 | By: | Omega Healthcare Investors, Inc., its General Partner |
| /s/ Robert O. Stephenson | ||
| Robert O. Stephenson | ||
| Chief Financial Officer, Treasurer and Assistant Secretary | ||