Current Report Filing (8-k)
March 04 2021 - 4:57PM
Edgar (US Regulatory)
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2021-03-03
2021-03-03
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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):
March 3, 2021
OMEGA
HEALTHCARE INVESTORS, INC.
(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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(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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¨
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Written communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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¨
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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 ¨
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”), entered into an underwriting agreement (the “Underwriting
Agreement”) with the representatives of the several underwriters named therein relating to the sale by Omega of $700,000,000
aggregate principal amount of 3.250% Senior Notes due 2033. The net proceeds from the offering, after deducting the underwriting
discount but before deducting estimated offering expenses payable by Omega, are expected to be approximately $690.4 million, which
Omega intends to use (i) to repay its British Pounds Sterling denominated borrowings under its credit facilities and (ii) to fund
the purchase price for its previously announced tender offer to purchase for cash a portion of its 4.375% Senior Notes due 2023
and the payment of accrued interest and related fees, premiums and expenses in connection therewith. Omega intends to use any remaining
net proceeds, including in the event that it does not achieve full participation in the tender offer, to repay a portion of outstanding
borrowings under its credit facilities and for general corporate purposes, which may include future acquisition or investment opportunities.
The foregoing is a
summary description of certain terms of the Underwriting Agreement and is qualified in its entirety by reference to the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits
are being filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the co-registrants have 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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Dated: March 4, 2021
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By:
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/s/ Gail D. Makode
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Gail D. Makode
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Chief Legal Officer, General Counsel and Secretary
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