commencement of the New Texas Ten Lease on January 1, 2019, the Company, on December 31, 2018, terminated the prior lease for the Texas Ten Portfoliothe Master Lease, dated
July 29, 2015, as amended on January 13, 2016 (the Prior Texas Ten Lease), by and among certain subsidiaries of the Company and certain affiliates of OnPointe Health. The material terms of the Prior Texas Ten Lease are included
in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017 under the heading BusinessOur PortfolioDescription of Significant PropertiesTexas SNF
Portfolio and are incorporated by reference herein.
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
On January 2, 2019, the Company entered into Retention Incentive
Award Agreements (the Retention Agreements) with each of John W. McRoberts, William C. Harlan and Jeffery C. Walraven. Pursuant to the Retention Agreements, if the Merger is consummated, Messrs. McRoberts, Harlan and Walraven will be
paid cash awards of $486,000, $186,000 and $121,000, respectively, in each case subject to the satisfaction of the terms and conditions of the applicable Retention Agreement, including, subject to certain exceptions, being employed by the Company on
the closing date of the Merger and complying with the terms of their respective employment agreements.
The foregoing description of the
Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
On January 2, 2019, Omega issued a press release announcing the execution of the Merger Agreement. A copy of such press release is
attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01.
Forward-Looking Statements
This Current Report on Form
8-K
contains 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. These statements are based on current expectations, estimates and projections about, among others, the industry,
markets in which the Company operates, managements beliefs, assumptions made by management and the transactions described in this Current Report on Form
8-K.
While the Companys management believes
the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of
the Companys management. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against the Company Parties and others following announcement of the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the Merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (5) the ability to recognize the benefits
of the Merger; (6) the amount of the costs, fees, expenses and charges related to the Merger; and (7) other risks that are set forth under Risk Factors in the Companys Annual Report on Form
10-K
for the year ended December 31, 2017 and Quarterly Reports on Form
10-Q
for the quarters ended September 30, 2018 and June 30, 2018 and other
documents filed by the Company with the SEC from time to time. All forward-looking statements speak only as of the date of this Current Report on Form
8-K
or, in the case of any document incorporated by
reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. Except as otherwise may be required by
law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form
8-K.