Item 8.01 Other Events.
On May 20, 2021, Omega Healthcare
Investors, Inc. (the “Company”) entered into an “at-the-market” equity offering sales agreement (the “Sales
Agreement”) with each of the institutions named therein (or certain of their respective affiliates) in their capacity as Sales
Agents, as Forward Sellers and/or as Forward Purchasers, in each case as described below, relating to (i) the issuance and sale by the
Company to or through the Sales Agents, from time to time, of shares (the “Issuance Shares”) of the Company’s
common stock, par value $0.10 per share (“Common Stock”), and (ii) the sale by the Forward Sellers, as agents on behalf
of the Forward Purchasers, of Common Stock (the “Forward Shares” and, together with the Issuance Shares, the “Securities”),
with the Securities to be sold under the Sales Agreement not to exceed an aggregate gross sales price of $1,000,000,000. We refer to these
entities, when acting in their capacity as sales agents for the Company, individually as a “Sales Agent” and collectively
as the “Sales Agents,” when acting in their capacity as counterparties to forward sale agreements, individually as
a “Forward Purchaser” and collectively as the “Forward Purchasers,” and when acting in their capacity
as agents for the Forward Purchasers, individually as a “Forward Seller” and collectively as the “Forward
Sellers.”
Pursuant to the Sales Agreement,
the Company may enter into one or more forward sale agreements with one or more of the Forward Purchasers. In connection with each such
forward sale agreement, the relevant Forward Purchaser will, at the Company’s request, use commercially reasonable efforts to borrow
from third parties and, through the relevant Forward Seller, sell a number of Forward Shares equal to the number of shares of Common Stock
underlying such forward sale agreement.
The sales, if any, of the
Issuance Shares will be made through the Sales Agents acting as sales agents for the Company or directly to the Sales Agents acting as
principals. The sales, if any, of the Forward Shares will be made through the Forward Sellers, acting as agents for the applicable Forward
Purchasers. The sales, if any, of the Securities will be made by means of ordinary brokers’ transactions on the New York Stock Exchange,
by means of negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market
prices or at negotiated prices, or any other method permitted by applicable law. The Company has no obligation to sell any of the Securities
under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement.
Under the terms of the Sales
Agreement, Issuance Shares sold directly to the Sales Agents as principals for their own accounts will be sold at prices agreed upon at
the time of sale. If the Company sells Issuance Shares to any Sales Agent as principal, it will enter into a separate terms agreement
with such Sales Agent. Actual sales will depend on a variety of factors to be determined by the Company from time to time.
The Sales Agreement provides
that each Sales Agent will be entitled to compensation that will not exceed 2.0% of the gross sales price per share of all Issuance Shares
sold through it as Sales Agent. The Sales Agreement also provides that a Forward Seller will be entitled to commissions at a mutually
agreed rate that will not exceed 2.0% of the gross sales price of all borrowed shares of the Common Stock sold by the applicable Forward
Seller, which commissions will be in the form of a reduced initial forward sale price under the related forward sale agreement with the
related Forward Purchaser.
The foregoing
description of the Sales Agreement is a summary and is qualified in its entirety by reference to the Sales Agreement, which is filed
as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the form of
forward sales agreement is qualified in its entirety by reference to the form of forward sales agreement, which is filed as Annex 2
to Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Although the Company expects
to physically settle any forward sale agreement into which it enters (by the delivery of shares of the Common Stock) and receive proceeds
from the sale of those shares of Common Stock upon one or more forward settlement dates no later than the date that is two years from
entry into the applicable forward sale agreement, the Company may elect to cash settle or net share settle all or a portion of its obligations
under any forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds, and
may owe cash to the relevant Forward Purchaser in certain circumstances. If the Company elects to net share settle any forward sale agreement,
it will not receive any proceeds, and it may owe shares of Common Stock to the relevant Forward Purchaser in certain circumstances.
Any forward sale agreement is subject to early termination or settlement under certain circumstances.
Certain of the Sale Agents, the Forward Sellers, the Forward Purchasers and/or their respective affiliates have engaged in, and/or may
in the future engage in, investment banking, commercial banking, financial advisory and/or other commercial dealings in the ordinary course
of business with the Company and/or the Company's subsidiaries, for which they have received and/or in the future may receive fees
and commissions for these transactions or services.
The Sales Agents under the
Sales Agreement are:
Wells Fargo Securities, LLC
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Barclays Capital Inc.
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Berenberg Capital Markets LLC
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BNP Paribas Securities Corp.
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BofA Securities, Inc.
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Capital One Securities, Inc.
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CIBC World Markets Corp.
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Credit Agricole Securities (USA) Inc.
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Fifth Third Securities, Inc.
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J.P. Morgan Securities LLC
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JMP Securities LLC
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KeyBanc Capital Markets Inc.
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Mizuho Securities USA LLC
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Morgan Stanley & Co. LLC
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MUFG Securities Americas Inc.
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R. Seelaus & Co., LLC
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RBC Capital Markets, LLC
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Regions Securities LLC
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Robert W. Baird & Co. Incorporated
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Scotia Capital (USA) Inc.
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Stifel, Nicolaus & Company, Incorporated
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Truist Securities, Inc.
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The Forward Purchasers under the Sales Agreement are:
Wells Fargo Bank, National Association
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Bank of America, N.A.
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Barclays Capital Inc.
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BNP Paribas
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Canadian Imperial Bank of Commerce
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Crédit Agricole Corporate and Investment Bank
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JPMorgan Chase Bank, National Association
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KeyBanc Capital Markets Inc.
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Mizuho Markets Americas LLC
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Morgan Stanley & Co. LLC
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MUFG Securities EMEA plc
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Royal Bank of Canada
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The Bank of Nova Scotia
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Truist Bank
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The Securities will be offered
and sold pursuant to an automatic shelf registration statement on Form S-3 Registration Statement (No. 333-256084). The Company filed
a prospectus supplement (the “ATM Prospectus Supplement”), dated May 20, 2021, with the Securities and Exchange Commission
in connection with the offer, issuance and sale of the Securities.
The Company is filing this
Current Report on Form 8-K to provide the legal opinion of its Maryland counsel, Shapiro Sher Guinot & Sandler, P.A., regarding the
legality of the securities covered by the ATM Prospectus Supplement, which opinion is attached hereto as Exhibit 5.1.