form_8k.htm

0000888491-11-000037.txt : 20110714 0000888491-11-000037.hdr.sgml : 20110714 20110714124442 ACCESSION NUMBER: 0000888491-11-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110714 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110714 DATE AS OF CHANGE: 20110714 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMEGA HEALTHCARE INVESTORS INC CENTRAL INDEX KEY: 0000888491 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383041398 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11316 FILM NUMBER: 11967412 BUSINESS ADDRESS: STREET 1: 200 INTERNATIONAL CIRCLE STREET 2: SUITE 3500 CITY: HUNT VALLEY STATE: MD ZIP: 21030 BUSINESS PHONE: 410-427-1700 MAIL ADDRESS: STREET 1: 200 INTERNATIONAL CIRCLE STREET 2: SUITE 3500 CITY: HUNT VALLEY STATE: MD ZIP: 21030 8-K 1 form_8k.htm FORM 8K FILING form_8k.htm

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): July 13, 2011

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of registrant as specified in charter)

Maryland	1-11316	38-3041398
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 International Circle

Suite 3500

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:

o Written communications pursuant to Rule 425 under the Securities Act.

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Item 8.01. Other Events.

Exchange Offer for 6¾% Senior Notes due 2022

On July 13, 2011, Omega issued a press release announcing the expiration and results of its offer to exchange $575 million aggregate principal amount of its registered 6¾% Senior Notes due 2022 for $575 million aggregate principal amount of its outstanding 6¾% Senior Notes due 2022.

The exchange offer expired at 5:00 p.m., New York City time, on July 13, 2011. On July 13, 2011, U.S. Bank National Association, the exchange agent for the exchange offer, advised that all $575 million aggregate principal amount of outstanding 6¾% Senior Notes due 2022 were validly tendered and not withdrawn prior to the expiration of the exchange offer. All of the notes validly tendered and not withdrawn have been accepted for exchange pursuant to the terms of the exchange offer. The exchange offer was conducted upon the terms and subject to the conditions set forth in Omega’s prospectus dated June 2, 2011, and the related letter of transmittal.

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

99.1	Press Release, dated July 13, 2011, announcing the closing of Omega’s exchange offer for its $575 million 6¾% Senior Notes due 2022.

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.

(Registrant)

Dated: July 14, 2011 By: /s/ C. Taylor Pickett

C. Taylor Pickett

President and Chief Executive Officer

Exhibit Index

Exhibit No. Description of Exhibit

99.1	Press Release, dated July 13, 2011, announcing the closing of Omega’s exchange offer for its $575 million 6¾% Senior Notes due 2022.

EX-99.1 2 ex99_1.htm PRESS RELEASE DATED JULY 13, 2011 ex99_1.htm

PRESS RELEASE – FOR IMMEDIATE RELEASE

OMEGA ANNOUNCES EXPIRATION OF REGISTERED EXCHANGE OFFER

FOR 6¾% SENIOR NOTES DUE 2022

HUNT VALLEY, MARYLAND – July 13, 2011 – Omega Healthcare Investors, Inc. (NYSE:OHI) announced today that its offer to exchange any and all of its outstanding $575 million of 6¾% Senior Notes due 2022 that were issued in two separate private placements in October and November 2010, for $575 million of 6¾% Senior Notes due 2022 that have been registered under the Securities Act of 1933, as amended, expired at 5:00 p.m., New York City time, on Wednesday, July 13, 2011.

Omega has been advised that tenders with respect to all $575 million aggregate principal amount of the private notes were received prior to the expiration of the exchange offer. Omega expects to complete the exchange offer and issue the registered notes in exchange for the private notes on or about July 14, 2011, subject to certain customary conditions.

This press release does not constitute an offer to exchange, purchase or sell or a solicitation of an offer to exchange, purchase or sell, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

* * * * * *

Omega is a real estate investment trust investing in and providing financing to the long-term care industry. At March 31, 2011, Omega owned or held mortgages on 398 skilled nursing facilities, assisted living facilities and other specialty hospitals with approximately 46,172 licensed beds (44,425 available beds) located in 35 states and operated by 50 third-party healthcare operating companies. In addition, Omega has two closed facility currently held for sale.

FOR FURTHER INFORMATION, CONTACT

Bob Stephenson, CFO at (410) 427-1700

________________________

This announcement includes forward-looking statements. Actual results may differ materially from those reflected in such forward-looking statements as a result of a variety of factors, including, among other things: (i) uncertainties relating to the business operations of the operators of Omega's properties, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels; (ii) regulatory and other changes in the healthcare sector; (iii) changes in the financial position of Omega's operators; (iv) the ability of operators in bankruptcy to reject unexpired lease obligations, modify the terms of Omega's mortgages, and impede the ability of Omega to collect unpaid rent or interest during the pendency of a bankruptcy proceeding and retain security deposits for the debtor's obligations; (v) the availability and cost of capital; (vi) changes in Omega’s credit ratings and the ratings of its debt securities; (vii) competition in the financing of healthcare facilities; (viii) Omega's ability to maintain its status as a real estate investment trust; and (ix) other factors identified in Omega's filings with the Securities and Exchange Commission. Statements regarding future events and developments and Omega's future performance, as well as management's expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements.