Current Report Filing (8-k)
May 17 2019 - 4:34PM
Edgar (US Regulatory)
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):
May 17, 2019
OMEGA
HEALTHCARE INVESTORS, INC.
OHI HEALTHCARE
PROPERTIES LIMITED PARTNERSHIP
(Exact name of registrant as specified in
its charter)
Maryland
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1-11316
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38-3041398
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(Omega Healthcare Investors, Inc.)
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(Omega Healthcare Investors, Inc.)
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(Omega Healthcare Investors, Inc.)
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Delaware
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33-203447-11
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36-4796206
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(OHI Healthcare Properties Limited Partnership)
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(OHI Healthcare Properties Limited Partnership)
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(OHI Healthcare Properties Limited Partnership)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications
pursuant to Rule 425 under the Securities Act.
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act.
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act.
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Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.10 par value
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OHI
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New York Stock Exchange
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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
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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.
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Item 2.03 Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In connection with
the completion of the acquisition of MedEquities Realty Trust, Inc. (“MedEquities”), on May 17, 2019, Omega Healthcare
Investors, Inc. (“Omega”) borrowed approximately $350 million under its existing senior
unsecured revolving credit facility (the “Revolving Credit Facility”). The terms of the Revolving Credit Facility are
described in Omega’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 31, 2017 and in
Omega’s Form 8-K filed with the SEC on February 6, 2019.
Item 8.01 Other Events.
Omega
and MedEquities are parties to that certain Agreement and Plan of Merger, dated as of January 2, 2019, as amended on
March 26, 2019 (the “Merger Agreement”), with MedEquities OP GP, LLC, MedEquities Realty Operating Partnership,
LP,
and OHI Healthcare Properties Limited Partnership.
Pursuant to the terms and
on the conditions set forth in the Merger Agreement, on May 17, 2019, MedEquities merged with and into Omega (the
“Merger”), with Omega continuing as the surviving company in the Merger. At the effective time of the Merger and
in accordance with the Merger Agreement, each share of MedEquities common stock issued and outstanding immediately prior
thereto was converted into the right to receive (i) 0.235 of a share of Omega common stock plus the right to receive cash in
lieu of any fractional shares of Omega common stock, and (ii) an amount in cash equal to $2.00 (the “Cash
Consideration”). Omega expects to deliver approximately $64 million in cash and 7.5 million shares of Omega common
stock to former holders of MedEquities common stock as merger consideration in accordance with the Merger Agreement. In
addition, MedEquities declared a special dividend of $0.21 per share of MedEquities common stock payable to the holders of
MedEquities common stock as of the closing date of the Merger, which is payable together with the Cash Consideration in
accordance with the terms of the Merger Agreement.
The foregoing description
of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger
Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
of Exhibit
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2.1
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Agreement and Plan of Merger, dated as of January 2, 2019, by and among MedEquities Realty Trust, Inc., MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega Healthcare Investors, Inc. and OHI Healthcare Properties Limited Partnership, as amended by the First Amendment to Agreement and Plan of Merger, dated March 26, 2019 (Incorporated by reference to Annex A of Amendment No. 1 to Form S-4 (file No. 333-229594) filed March 29, 2019) (Pursuant to Item 601(a)(5) of Regulation S-K, the schedules to the Agreement and Plan of Merger have been omitted and Omega Healthcare Investors, Inc. agrees to furnish supplementally a copy of any such omitted schedules to the SEC or its staff upon request).
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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.
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OMEGA HEALTHCARE INVESTORS, INC.
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(Co-Registrant)
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Dated: May 17, 2019
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By:
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/s/ Robert O. Stephenson
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Robert O. Stephenson
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Chief Financial Officer, Treasurer and Secretary
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OHI Healthcare Properties Limited Partnership
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(Co-Registrant)
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Dated: May 17, 2019
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By:
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Omega Healthcare Investors, Inc., its General Partner
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By:
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/s/ Robert O. Stephenson
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Robert O. Stephenson
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Chief Financial Officer, Treasurer and Secretary
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