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): September 9, 2019
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. |
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 |
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. ¨
| Co-Registrant CIK | 0001639315 |
| Co-Registrant Amendment Flag | false |
| Co-Registrant Form Type | 8-K |
| Co-Registrant DocumentPeriodEndDate | 2019-09-09 |
| 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 September 9, 2019, Omega Healthcare Investors, Inc. (“Omega”) entered into an underwriting agreement, a copy of which is attached hereto as Exhibit 1.1 (the “Underwriting Agreement”), with BofA Securities, Inc., as representative of the underwriters named in Schedule A thereto (the “Underwriters”), and Bank of America N.A., acting in its capacity as Forward Purchaser (as defined below), pursuant to which the Forward Purchaser or its affiliate will be borrowing from third parties and selling the Underwriters an aggregate of 7,500,000 shares of common stock, $0.10 par value per share (the “Common Shares”) (or an aggregate of 8,625,000 Common Shares if the Underwriters exercise in full their option to purchase additional Common Shares).
In addition, on September 9, 2019, Omega entered into a letter agreement, a copy of which is attached hereto as Exhibit 1.2 (the “Forward Sale Agreement”) with Bank of America N.A., as the forward purchaser (the “Forward Purchaser”), pursuant to which the Forward Purchaser or its affiliates will borrow from third parties and sell 7,500,000 Common Shares (or an aggregate of 8,625,000 Common Shares if the Underwriters exercise in full their option to purchase additional Common Shares) to the Underwriters. Omega expects to physically settle the Forward Sale Agreement (by the delivery of shares of Common Shares) and receive proceeds from the sale of those Common Shares upon one or more forward settlement dates no later than 12 months from the date of entry into the Forward Sale Agreement.
Omega intends to use any cash proceeds received upon settlement of the Forward Sale Agreement to fund a previously announced pending acquisition. The remainder, if any, will be used for general corporate purposes, including other potential acquisitions or investment opportunities or the repayment of outstanding indebtedness.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OMEGA HEALTHCARE INVESTORS, INC. | |||
| (Co-Registrant) | |||
| Dated: September 12, 2019 | By: | /s/ Robert O. Stephenson | |
| Robert O. Stephenson | |||
| Chief Financial Officer, Treasurer and Secretary | |||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | |||
| (Co-Registrant) | |||
| Dated: September 12, 2019 | By: | Omega Healthcare Investors, Inc., its General Partner | |
| /s/ Robert O. Stephenson | |||
| Robert O. Stephenson | |||
| Chief Financial Officer, Treasurer and Secretary | |||
EXHIBIT INDEX