Form 8-K - Current report

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): June 3, 2024

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland

1-11316

38-3041398

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

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:

Written communications pursuant to Rule 425 under the Securities Act.

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

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

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
Common Stock, $.10 par value	OHI	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 ¨

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 7.01

Regulation FD Disclosure.

On June 3, 2024, Omega Healthcare Investors, Inc. (“Omega” or the “Company”) issued a press release providing an update on the restructuring of one of its operators, LaVie Care Centers and announcing that Omega had posted to its website, www.omegehealthcare.com, under the Investor Relations section and under the News & Events section, an updated investor presentation that includes a revised Operator Updates slide on page 10 of the presentation. The updated investor presentation is titled “June 2024 Investor Presentation” and will remain on the Company’s website for a period of at least thirty days. A copy of the press release is furnished as Exhibit 99.1.

The information set forth herein and in Exhibit 99.1 is furnished pursuant to Item 7.01–Regulation FD Disclosure and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section nor shall the information be deemed incorporated by reference in any filing of the Company.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description of Exhibit

99.1		Press release issued by the Company dated June 3, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

[The balance of this page is intentionally left blank.]

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.

	OMEGA HEALTHCARE INVESTORS, INC.

Dated: June 3, 2024	By:	/s/ Gail D. Makode
		Gail D. Makode
		Chief Legal Officer, General Counsel

Exhibit 99.1

303 International Circle

P: 410.427.1700

Suite 200
Hunt Valley, MD 21030

F: 410.427.8800

PRESS RELEASE – FOR IMMEDIATE RELEASE

Omega Provides an Update on the LaVie Restructuring

HUNT VALLEY, Md.--(BUSINESS WIRE) -- Omega Healthcare Investors, Inc. (the “Company” or “Omega”) (NYSE: OHI) today issued the following statement in response to LaVie Care Centers’ (“LaVie”) announcement that it had filed for Chapter 11 bankruptcy protection in the Northern District of Georgia.

Omega believes this filing is a necessary and important step in creating an entity that is operationally solvent and sustainable, with enhanced liquidity and a strengthened balance sheet.

During this filing, our focus, like LaVie’s, is on maintaining quality of care for the residents of these facilities, on supporting the employees that devote their careers to delivering this care, and on the key vendors that help provide operational services. As such, we have elected to commit $10 million to fund 50% of the expected debtor-in-possession financing, in order to support sufficient liquidity to effectively operate the facilities during bankruptcy.

We continue to believe that there is meaningful value in our portfolio of LaVie assets. Omega has been working with LaVie for over a year to reduce its exposure to underperforming assets, and we believe this has meaningfully enhanced the operating performance of our LaVie portfolio. We believe the current cash flow generated by our remaining LaVie portfolio is sustainable and will support long-term annualized rent of $36 million, while also retaining sufficient cash within the business to provide for strong clinical care.

As part of our debtor-in-possession loan commitment, during the period of bankruptcy protection, LaVie is required to pay Omega monthly rent of $3 million related to the 30 properties LaVie continues to lease from Omega, all subject to court approval.

The proposed DIP budget, which provides for LaVie rent, anticipates confirmation of the plan or sale of assets by the end of this year. However, this projection, along with all elements of the bankruptcy filing process, is subject to the approval of the bankruptcy court and other complexities inherent in Chapter 11 proceedings.

**************************

Omega is a real estate investment trust that invests in the long-term healthcare industry, primarily in skilled nursing and assisted living facilities. Its portfolio of assets is operated by a diverse group of healthcare companies, predominantly in a triple-net lease structure. The assets span all regions within the US, as well as in the UK. More information on Omega is available at www.omegahealthcare.com.

Matthew Gourmand, SVP, Corporate Strategy & Investor Relations, at (410) 427-1705

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 2024
Entity File Number	1-11316
Entity Registrant Name	OMEGA HEALTHCARE INVESTORS, INC.
Entity Central Index Key	0000888491
Entity Tax Identification Number	38-3041398
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	303 International Circle,
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Hunt Valley
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	21030
City Area Code	410
Local Phone Number	427-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.10 par value
Trading Symbol	OHI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false