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Omega Healthcare Investors Inc – ‘8-K’ for 3/3/21

On:  Wednesday, 3/3/21, at 8:47am ET   ·   For:  3/3/21   ·   Accession #:  1104659-21-31160   ·   File #:  1-11316

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/03/21  Omega Healthcare Investors Inc    8-K:8,9     3/03/21   11:232K                                   Toppan Merrill/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     32K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     22K 
 7: R1          Cover                                               HTML     47K 
 9: XML         IDEA XML File -- Filing Summary                      XML     11K 
 6: XML         XBRL Instance -- tm218559d1_8k_htm                   XML     15K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- ohi-20210303_lab                      XML     96K 
 5: EX-101.PRE  XBRL Presentations -- ohi-20210303_pre               XML     64K 
 3: EX-101.SCH  XBRL Schema -- ohi-20210303                          XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
11: ZIP         XBRL Zipped Folder -- 0001104659-21-031160-xbrl      Zip     17K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:   C:   C:   C:   C:   C:   C:   C:   C: 
 i 0000888491  i false 0000888491 2021-03-03 2021-03-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares









FORM  i 8-K





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  i March 3, 2021



(Exact name of registrant as specified in its charter)


 i Maryland  i 1-11316  i 38-3041398
(Omega Healthcare Investors, Inc.) (Omega Healthcare Investors, Inc.) (Omega Healthcare Investors, Inc.)


 i 303 International Circle

 i Suite 200

 i Hunt Valley,  i Maryland  i 21030

(Address of principal executive offices / Zip Code)


( i 410)  i 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:


   i ¨ Written communications pursuant to Rule 425 under the Securities Act.


   i ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.


   i ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.


   i ¨ 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
 i Common Stock, $.10 par value  i OHI  i 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  i ¨


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. ¨








Item 8.01 Other Events.


On March 3, 2021, Omega Healthcare Investors, Inc., a Maryland corporation (“Omega”), announced that it commenced a tender offer to purchase for cash up to $250,000,000 aggregate principal amount of Omega’s 4.375% Senior Notes due 2023. The tender offer is being made exclusively pursuant to an offer to purchase dated March 3, 2021, which sets forth the terms and conditions of the tender offer.


A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.


Statements in this Current Report on Form 8-K (including the Exhibits hereto) that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding Omega’s and its officers’ intent, belief or expectation identified by its use of terms and phrases such as “may,” “will,” “project,” “expect,” “believe,” “intend,” “anticipate,” “seek,” “target,” “forecast,” “plan,” “potential,” “estimate,” “could,” “would,” “should” and other comparable and derivative terms and phrases or the negatives thereof, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include those risks and uncertainties associated with Omega’s business described in its Annual Report on Form 10-K filed on February 22, 2021 and its subsequent filings with the Securities and Exchange Commission. Although Omega believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Omega can give no assurance that the expectations will be attained or that any deviation will not be material. Except as required by law, Omega does not undertake, and hereby disclaims, any obligation to update any forward-looking statement which speak only as of the date on which they are made.



Item 9.01 Financial Statements and Exhibits.


(d) Exhibits. The following exhibits are being filed herewith:


No.   Description
99.1   Press Release, dated March 3, 2021
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)








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.


Dated: March 3, 2021 By:  /s/ Gail D. Makode 
     Gail D. Makode 
     Chief Legal Officer, General Counsel and Secretary 






Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:3/3/21
2/22/2110-K,  4
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/05/21  Omega Healthcare Investors Inc    424B5                  1:674K                                   Toppan Merrill/FA
 3/05/21  Omega Healthcare Investors Inc    424B5                  1:673K                                   Toppan Merrill/FA
 3/03/21  Omega Healthcare Investors Inc    424B5                  1:654K                                   Toppan Merrill/FA
Filing Submission 0001104659-21-031160   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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