10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

or

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number 1-11316

OMEGA HEALTHCARE INVESTORS, INC.

(Exact name of Registrant as specified in its charter)

Maryland	38-3041398
(State of incorporation)	(IRS Employer Identification No.)

200 International Circle, Suite 3500, Hunt Valley, MD 21030

(Address of principal executive offices)

(410) 427-1700

(Telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes x                       No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x                       No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one:)

Large accelerated filer x       Accelerated filer ¨       Non-accelerated filer ¨         Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨                       No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of April 29, 2016.

Common Stock, $.10 par value	188,170,595
(Class)	(Number of shares)

OMEGA HEALTHCARE INVESTORS, INC.

FORM 10-Q

March 31, 2016

TABLE OF CONTENTS

		Page No.
PART I	Financial Information
Item 1.	Financial Statements:
	Consolidated Balance Sheets March 31, 2016 (unaudited) and December 31, 2015	2
	Consolidated Statements of Operations and Comprehensive Income (unaudited) Three months ended March 31, 2016 and 2015	3
	Consolidated Statement of Changes in Equity (unaudited) Three months ended March 31, 2016	4
	Consolidated Statements of Cash Flows (unaudited) Three months ended March 31, 2016 and 2015	5
	Notes to Consolidated Financial Statements March 31, 2016 (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44
PART II	Other Information
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 6.	Exhibits	46

PART I – FINANCIAL INFORMATION

Item 1 - Financial Statements

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	March 31,			December 31,
	2016			2015
	(Unaudited)
ASSETS
Real estate properties
Land and buildings	$	7,088,960		$	6,743,958
Less accumulated depreciation		(1,067,023	)		(1,019,150	)
Real estate properties – net		6,021,937			5,724,808
Investments in direct financing leases – net		590,622			587,701
Mortgage notes receivable		660,569			679,795
		7,273,128			6,992,304
Other investments		203,832			89,299
		7,476,960			7,081,603
Assets held for sale – net		73,589			6,599
Total investments		7,550,549			7,088,202
Cash and cash equivalents		9,407			5,424
Restricted cash		12,327			14,607
Accounts receivable – net		208,269			203,862
Goodwill		645,568			645,683
Other assets		189,332			61,231
Total assets	$	8,615,452		$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	530,000		$	230,000
Term loans		1,100,000			750,000
Secured borrowings – net		235,895			236,204
Unsecured borrowings – net		2,353,297			2,352,882
Accrued expenses and other liabilities		328,932			333,706
Deferred income taxes		14,795			15,352
Total liabilities		4,562,919			3,918,144
Equity:
Common stock $.10 par value authorized – 350,000 shares, issued and outstanding – 188,167 shares as of March 31, 2016 and 187,399 as of December 31, 2015		18,817			18,740
Common stock – additional paid-in capital		4,629,423			4,609,474
Cumulative net earnings		1,428,077			1,372,522
Cumulative dividends paid		(2,361,580	)		(2,254,038	)
Accumulated other comprehensive loss		(21,702	)		(8,712	)
Total stockholders’ equity		3,693,035			3,737,986
Noncontrolling interest		359,498			362,879
Total equity		4,052,533			4,100,865
Total liabilities and equity	$	8,615,452		$	8,019,009

See notes to consolidated financial statements.

2

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

Unaudited

(in thousands, except per share amounts)

	Three Months Ended
	March 31,
	2016			2015
Revenue
Rental income	$	176,703		$	100,964
Income from direct financing leases		15,442			14,346
Mortgage interest income		16,606			16,579
Other investment income – net		4,128			1,531
Total operating revenues		212,879			133,420
Expenses
Depreciation and amortization		62,433			30,610
General and administrative		10,455			6,014
Acquisition and merger related costs		3,771			4,868
Impairment loss on real estate properties		34,558			5,982
Provisions for uncollectible mortgages, notes and accounts receivable		5,124			(2	)
Total operating expenses		116,341			47,472
Income before other income and expense		96,538			85,948
Other income (expense)
Interest income		8			193
Interest expense		(37,222	)		(32,359	)
Interest – amortization of deferred financing costs		(2,132	)		(1,353	)
Interest – refinancing costs		(298	)		(9,377	)
Realized loss on foreign exchange		(22	)		-
Total other expense		(39,666	)		(42,896	)
Income before gain on assets sold		56,872			43,052
Gain on assets sold – net		1,571			-
Income from continuing operations before income taxes		58,443			43,052
Income taxes		(247	)		-
Net income		58,196			43,052
Net income attributable to noncontrolling interest		(2,641	)		-
Net income available to common stockholders	$	55,555		$	43,052
Net income	$	58,196		$	43,052
Other comprehensive loss - foreign currency translation		(4,730	)		-
Other comprehensive loss - cash flow hedges		(8,876	)		-
Total comprehensive income		44,590			43,052
Deduct: comprehensive income attributable to noncontrolling interest		(2,025	)		-
Comprehensive income attributable to common stockholders	$	42,565		$	43,052
Income per common share available to common stockholders:
Basic:
Net income available to common stockholders	$	0.30		$	0.32
Diluted:
Net income	$	0.29		$	0.32
Dividends declared per common share	$	0.57		$	0.89
Weighted-average shares outstanding, basic		188,228			134,346
Weighted-average shares outstanding, diluted		198,350			134,806

See notes to consolidated financial statements.

3

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited

(in thousands, except per share amounts)

	Common Stock Par Value		Additional Paid-in Capital			Cumulative Net Earnings		Cumulative Dividends Paid			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity			Noncontrolling interest			Total Equity
Balance at December 31, 2015 (187,399 common shares & 8,956 OP Units)	$	18,740	$	4,609,474		$	1,372,522	$	(2,254,038	)	$	(8,712	)	$	3,737,986		$	362,879		$	4,100,865
Restricted stock expense		—		2,778			—		—			—			2,778			—			2,778
Vesting of equity compensation plan, net of tax withholdings (105 shares)		11		(2,391	)		—		—			—			(2,380	)		—			(2,380	)
Dividend reinvestment plan (660 shares at an average of $29.84 per share)		66		19,530			—		—			—			19,596			—			19,596
Grant of stock as payment of directors fees (3 shares at an average of $28.18 per share)		—		87			—		—			—			87			—			87
Deferred compensation directors		—		(45	)		—		—			—			(45	)		—			(45	)
Common dividends declared ($0.57 per share)		—		—			—		(107,542	)		—			(107,542	)		—			(107,542	)
Cash conversion of OP Units (9 units)		—		(10	)		—		—			—			(10	)		(274	)		(284	)
OP units distributions		—		—			—		—			—			—			(5,132	)		(5,132	)
Foreign currency translation		—		—			—		—			(4,516	)		(4,516	)		(214	)		(4,730	)
Cash flow hedges		—		—			—		—			(8,474	)		(8,474	)		(402	)		(8,876	)
Net income		—		—			55,555		—			—			55,555			2,641			58,196
Balance at March 31, 2016 (188,167 shares & 8,947 OP Units)	$	18,817	$	4,629,423		$	1,428,077	$	(2,361,580	)	$	(21,702	)	$	3,693,035		$	359,498		$	4,052,533

See notes to consolidated financial statements.

4

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31,
	2016			2015
Cash flows from operating activities
Net income	$	58,196		$	43,052
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		62,433			30,610
Provision for impairment on real estate properties		34,558			5,982
Provision for uncollectible mortgages, notes and accounts receivable		5,124			(2	)
Amortization of deferred financing costs and refinancing costs		2,430			10,730
Accretion of direct financing leases		(2,921	)		(2,614	)
Stock-based compensation		2,778			1,610
Gain on assets sold – net		(1,571	)		—
Amortization of acquired in-place leases - net		(4,300	)		(1,192	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		560			(196	)
Straight-line rent receivables		(9,947	)		(5,275	)
Lease inducements		647			(2,110	)
Effective yield receivable on mortgage notes		(819	)		(1,120	)
Other operating assets and liabilities		(19,989	)		23,819
Net cash provided by operating activities		127,179			103,294
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(416,104	)		(6,300	)
Investment in construction in progress		(16,316	)		(5,851	)
Deposit to acquire real estate		(113,816	)		—
Placement of mortgage loans		(6,162	)		(2,002	)
Proceeds from sale of real estate investments		2,392			255
Capital improvements to real estate investments		(9,544	)		(5,604	)
Proceeds from other investments		1,461			2,155
Investments in other investments		(116,003	)		(1,468	)
Collection of mortgage principal		312			288
Net cash used in investing activities		(673,780	)		(18,527	)
Cash flows from financing activities
Proceeds from credit facility borrowings		670,000			6,000
Payments on credit facility borrowings		(370,000	)		(91,000	)
Receipts of other long-term borrowings		350,000			689,822
Payments of other long-term borrowings		(309	)		(347,883	)
Payments of financing related costs		(3,576	)		(21,318	)
Receipts from dividend reinvestment plan		19,596			5,414
Payments for exercised options and restricted stock - net		(2,381	)		(1,906	)
Net proceeds from issuance of common stock		—			440,019
Dividends paid		(107,500	)		(68,261	)
Redemption of OP Units		(10	)		—
Distributions to OP Unit Holders		(5,131	)		—
Net cash provided by financing activities		550,689			610,887
Increase in cash and cash equivalents		4,088			695,654
Effect of foreign currency translation on cash and cash equivalents		(105	)		—
Cash and cash equivalents at beginning of period		5,424			4,489
Cash and cash equivalents at end of period	$	9,407		$	700,143
Interest paid during the period, net of amounts capitalized	$	36,597		$	25,829

5

Non-cash financing activities:

	Three Months Ended March 31,
	2016		2015
Cash flow hedges	$	8,876	$	—
Accrued dividends		—		50,221
Total	$	8,876	$	50,221

See notes to consolidated financial statements.

6

OMEGA HEALTHCARE INVESTORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

March 31, 2016

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT, Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”).

Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of March 31, 2016, the Company owned approximately 95% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 5% of the Omega OP Units.

Basis of Presentation

The accompanying unaudited consolidated financial statements for Omega have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q (refer to Note 17 – Subsequent Events).These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

7

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of March 31, 2016, Omega directly and indirectly owns approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units.

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations and Comprehensive Income.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Gains and losses resulting from this translation are included in accumulated other comprehensive loss (“AOCL”) as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Revenue and expense accounts are translated using an average exchange rate for the period.

8

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At March 31, 2016 and December 31, 2015, we had $9.6 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements.  Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.  Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. 

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance.  In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present.

9

A summary of our net receivables by type is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	7,885		$	8,452
Effective yield interest receivables		8,636			9,028
Straight-line receivables		181,715			175,709
Lease inducements		10,335			10,982
Allowance		(302	)		(309	)
Accounts receivable – net	$	208,269		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent receivables for operators that do not meet our requirements. We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves.

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. A member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel Healthcare Holdings, Inc. (“Laurel”). On February 1, 2016, we acquired 10 SNFs from Laurel for approximately $169.0 million in cash and leased them to an unrelated existing operator. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by a director of the Company and his family.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

10

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

NOTE 2 – PROPERTIES AND INVESTMENTS

In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers. We also regularly engage in lease, and or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns. In connection with our portfolio management, we may engage in various collection and foreclosure activities.

Leased Property

Our leased real estate properties, represented by 800 SNFs, 84 assisted living facilities (“ALFs”), 16 specialty facilities and one medical office building at March 31, 2016, are leased under provisions of single or master leases with initial terms typically ranging from five to 15 years, plus renewal options. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

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The following tables summarize the significant acquisitions that occurred in 2016.

	Number of Facilities							Land			Building & Site Improvements			Furniture & Fixtures			Initial Cash
Period	SNF	ALF	Country/ State	Total Investment				(in millions)									Yield (%)
Q1	-	1	UK		$	8.3			$	1.4		$	6.7		$	0.2		7.00
Q1	-	1	UK			6.1	(1)			0.6			5.3			0.2		7.00
Q1	10	-	OH, VA, MI			169.0	(1) (3)			10.5			152.5			6.0		8.50
Q1	-	-	FL			2.5	(2)			2.5			-			-		-
Q1	-	2	GA			20.2				0.8			18.3			1.1		7.50
Q1	3	-	MD			25.0				2.5			19.9			2.6		8.50
Q1	21	-	VA, NC			212.5	(1)			19.3			181.1			12.1		8.50
Total	34	4			$	443.6			$	37.6		$	383.8		$	22.2

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) Accounted for as an asset acquisition.

(3) Acquired from a related party. Refer to Note -1 Related Party Transactions.

Aviv Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. The facilities are located in 31 states and are operated by 38 third-party operators. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April, 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation did not result in material changes to our Consolidated Statements of Operations and Comprehensive Income or our Consolidated Balance Sheets from our preliminary purchase price allocation.

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Pro Forma Acquisition Results

The facilities acquired in 2015 are included in our results of operations from the dates of acquisition. The following unaudited pro forma results of operations reflect the impact of those acquisitions as if they occurred on January 1, 2015. For a list of the 2015 transactions, refer to Note 3 – Properties in our Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made.

	Pro Forma
	Three Months Ended
	March 31, 2015
	(in thousands, except per share amounts, unaudited)
Pro Forma Revenues	$	202,531
Pro Forma Net income	$	66,521
Earnings per share – diluted:
Net income – as reported	$	0.32
Net income – pro forma	$	0.35

Asset Sales, Impairments and Other

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger. We believe these facilities will be sold within 12 months. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). In addition, we sold two SNFs (previously classified as held-for-sale) for approximately $2.4 million in net proceeds recognizing a gain of approximately $1.6 million. See Note 6 – Assets Held For Sale for details.

NOTE 3 – DIRECT FINANCING LEASES

The components of investments in direct financing leases consist of the following:

	March 31,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,308,355		$	4,320,876
Less unearned income		(3,717,733	)		(3,733,175	)
Investment in direct financing leases - net	$	590,622		$	587,701
Properties subject to direct financing leases		59			59

New Ark Investment Inc.

On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease.

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The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time.

The 56 facilities represent 5,623 licensed beds located in 12 states, predominantly in the southeastern United States. The 56 facilities are separated by region and divided amongst four cross-defaulted master leases. The four regions include the Southeast (39 facilities), the Northwest (7 facilities), Texas (9 facilities) and Indiana (1 facility).

Additionally, in June and July of 2014, we purchased three facilities and subsequently leased them to New Ark under a twelve-year master lease expiring in 2026. The 2014 three facility lease is being accounted for as an operating lease.

Aviv Merger

On April 1, 2015, we acquired two additional direct financing leases as a result of the Aviv Merger.

As of March 31, 2016, the following minimum rents are due under our direct financing leases for the next five years (in thousands):

Year 1	Year 2	Year 3	Year 4	Year 5
$50,250	$50,961	$52,225	$53,507	$54,778

NOTE 4 – MORTGAGE NOTES RECEIVABLE

As of March 31, 2016, mortgage notes receivable relate to 24 fixed rate mortgages on 55 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers’ underlying real estate and personal property. The mortgage notes receivable relate to facilities located in ten states, operated by eight independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans.

Mortgage interest income is recognized as earned over the terms of the related mortgage notes, using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account application of security deposits.

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The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:

	March 31,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2023; interest at 11.00%	$	69,928	$	69,928
Mortgage note due 2024; interest at 9.79%		112,500		112,500
Mortgage note due 2029; interest at 9.23%		413,095		413,399
Other mortgage notes outstanding (1)		65,046		83,968
Mortgage notes receivable, gross		660,569		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	660,569	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

The following is a brief overview of certain mortgages entered into or assumed in 2016 or significant changes to mortgages previously reported.

Conversion of Mortgage Notes due 2046 to Leased Properties

In January 2016, we acquired three facilities via a deed-in-lieu of foreclosure from a mortgagee. The fair value of the facilities approximated the $25 million carrying value of the mortgages. These facilities have 352 operating beds and are located in Maryland. Simultaneously we leased these facilities to an existing operator.

NOTE 5 – OTHER INVESTMENTS

A summary of our other investments is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	12,000		$	—
Other investment note due 2017; interest at 8.50%		12,099			—
Other investment note due 2019; interest at 10.50%		49,271			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		31,905			26,966
Other investment notes outstanding (1)		58,559			42,293
Other investments, gross		206,834			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	203,832		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 12.0%.

The following is a brief overview of certain notes entered into in 2016.

Other Investment notes due 2017

On February 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in July 2017. As of March 31, 2016, approximately $12.1 million has been drawn and remains outstanding.

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On March 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in March 2017. As of March 31, 2016, approximately $12.0 million has been drawn and remains outstanding.

Other Investment note due 2019

On February 26, 2016, we acquired and funded a $50.0 million mezzanine note at a discount of approximately $0.75 million to a new operator. The mezzanine note bears interest at 10.50% and matures in February 2019.

Other Investment note due 2028

On March 1, 2016, we provided an operator a $20.0 million acquisition note. The acquisition note bears interest at 8.5% (increasing annually by 2.5%) and matures in March 2028.

NOTE 6 – ASSETS HELD FOR SALE

	Properties Held For Sale
	Number of Properties			Net Book Value (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million impairment charges on 14 facilities to reduce their net book values to their estimated fair value less costs to sell. See Note 2 – Properties and Investments.

NOTE 7 – INTANGIBLES

The following is a summary of our intangibles as of March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015
	(in thousands)
Assets:
Goodwill	$	645,568		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(14,619	)		(14,162	)
Net intangible assets	$	9,093		$	8,125
Liabilities:
Below market leases	$	166,486		$	165,331
Accumulated amortization		(59,859	)		(55,131	)
Net intangible liabilities	$	106,627		$	110,200

Goodwill was recorded in connection with the Aviv Merger and Care Homes Transaction (refer to Note 3 – Properties in our Annual Report on Form 10-K for the year ended December 31, 2015) and is shown as a separate line on our Consolidated Balance Sheets. Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets.

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For the three months ended March 31, 2016 and 2015, our net amortization related to intangibles was $4.3 million and $1.2 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2016 and the subsequent four years is as follows: remainder of 2016 – $9.8 million; 2017 – $11.8 million; 2018 – $10.6 million; 2019 – $9.6 million and 2020 – $9.4 million. As of March 31, 2016 the weighted average remaining amortization period of above market leases (inclusive of in-place leases) and in below market leases is approximately five years and 10 years, respectively.

The following is a reconciliation of our goodwill as of March 31, 2016:

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016	$	645,568

NOTE 8 – CONCENTRATION OF RISK

As of March 31, 2016, our portfolio of real estate investments consisted of 985 healthcare facilities, located in 42 states and the United Kingdom and operated by 83 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.4 billion at March 31, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 800 SNFs, 84 ALFs, 16 specialty facilities, one medical office building, fixed rate mortgages on 53 SNFs and two ALFs, and 29 facilities that are closed/held-for-sale. At March 31, 2016, we also held miscellaneous investments of approximately $203.8 million, consisting primarily of secured loans to third-party operators of our facilities.

At March 31, 2016, the three states in which we had our highest concentration of investments were Ohio (10%), Texas (9%) and Florida (8%). No single operator or manager generated more than 10% of our total revenues for the three months ended March 31, 2016.

NOTE 9 – DIVIDENDS AND EQUITY

On April 14, 2016, the Board of Directors declared a common stock dividend of $0.58 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, to be paid May 16, 2016 to common stockholders of record on May 2, 2016.

On January 14, 2016, the Board of Directors declared a common stock dividend of $0.57 per share, increasing the quarterly common dividend by $0.01 per share over the previous quarter. The common dividends were paid February 16, 2016 to common stockholders of record as of February 2, 2016.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended March 31, 2016, approximately 0.7 million shares of our common stock at an average price of $29.84 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $19.7 million.

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NOTE 10 – TAXES

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and certain other requirements are met, including an asset and income test. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of March 31, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.9 million. The loss carry-forward is fully reserved as of March 31, 2016 with a valuation allowance due to uncertainties regarding realization.

During the first quarter of 2016, we recorded approximately $0.1 million of state and local income tax provision and approximately $0.1 million of provision for foreign income taxes.

NOTE 11 – STOCK-BASED COMPENSATION

Stock-based compensation expense was $2,778 and $1,610 for the three- month periods ended March 31, 2016 and 2015, respectively.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period.

The RSUs assumed from Aviv as part of the Aviv Merger were valued at the closing price of our stock on the date of the transaction. The portion of the vesting accruing prior to the acquisition was recorded as part of the purchase price consideration. The expense associated with the vesting that will occur after the date of the transaction will be recorded as stock compensation expense ratably over the remaining life of the RSUs.

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We awarded 131,006 RSUs to employees on March 17, 2016.

Performance Restricted Stock Units and LTIP Units

Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to be earned and vested, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The earning requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR (both “Relative TSR”). Vesting in general requires that the employee remain employed by us until the date specified in the applicable PRSU agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividend equivalents on the PRSUs accumulate and with respect to PRSUs granted before 2015 are paid when the PRSUs vest and with respect to PRSUs granted in 2015 or later are paid once the PRSUs are earned. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid.

The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 372,069 LTIP Units to employees on March 17, 2016.

The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 307,480 Relative TSR PRSUs to employees on March 17, 2016.

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The following table summarizes our total unrecognized compensation cost as of March 31, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees:

	Grant Year	Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU	2013		195,822	$	29.80	$	5.8		36	$	1.4	N/A	12/31/14 - 12/31/16
2014 RSU	2014		106,778		29.80		3.2		36		0.8	N/A	12/31/2016
3/31/15 RSU	2015		109,985		40.57		4.5		33		2.8	N/A	12/31/2017
4/1/15 RSU	2015		40,464		40.74		1.6		33		1.1	N/A	12/31/2017
Assumed Aviv RSU	2015		18,920		24.92		0.5		21		0.2	N/A	12/31/2016
Assumed Aviv RSU	2015		7,799		35.08		0.3		33		0.2	N/A	12/31/15-12/31/17
3/17/16 RSU	2016		131,006		34.78		4.6		33		4.5	N/A	12/31/2018
Restricted Stock Units Total			610,774	$	33.45	$	20.5			$	11.0
TSR PRSUs and LTIP Units
2016 Transition TSR	2013		101,591		8.67		0.9		36		0.2	12/31/2013-12/31/2016	12/31/2016
2016 TSR	2014		135,634		8.67		1.2		48		0.5	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units	2015		137,249		14.66		2.0		45		1.5	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units	2015		54,151		14.80		0.8		45		0.6	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR	2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units	2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units	2016		372,069		13.21		4.9		45		4.9	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total			828,608	$	12.44	$	10.3			$	7.7
Relative TSR PRSUs
2016 Transition Relative TSR	2013		101,588		14.24		1.4		36		0.4	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR	2014		135,634		14.24		1.9		48		0.8	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR	2015		137,249		22.50		3.1		45		2.3	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR	2015		54,151		22.91		1.2		45		0.9	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR	2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR	2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR	2016		307,480		16.45		5.1		45		5.0	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total			764,028	$	17.41	$	13.2			$	9.4
Grand Total			2,203,410	$	19.99	$	44.0			$	28.1

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

Director Restricted Stock Grants

As of March 31, 2016, we had 51,999 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of March 31, 2016, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $1.2 million.

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NOTE 12 – BORROWING ACTIVITIES AND ARRANGEMENTS

Secured and Unsecured Borrowings

The following is a summary of our long-term borrowings:

		Rate as of March 31,			March 31,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
GE term loan	2019		4.11	%	$	180,000		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,895			56,204
Total secured borrowings						235,895			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.73	%		530,000			230,000
Tranche A-1 term loan	2019		1.93	%		200,000			200,000
Tranche A-2 term loan	2017		1.94	%		200,000			200,000
Tranche A-3 term loan	2021		1.93	%		350,000			—
Omega OP term loan	2017		1.94	%		100,000			100,000
2015 term loan	2022		2.23	%		250,000			250,000
						1,630,000			980,000
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Subordinated debt	2021		9.00	%		20,000			20,000
						2,370,000			2,370,000
Discount - net						(16,703	)		(17,118	)
Total unsecured borrowings						3,983,297			3,332,882
Total – net					$	4,219,192		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2016 excluding a third-party administration fee of approximately 0.5%. Secured by real estate assets with a net carrying value of $68.6 million.

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

21

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

NOTE 13 – FINANCIAL INSTRUMENTS

At March 31, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows:

	March 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	9,407	$	9,407	$	5,424	$	5,424
Restricted cash		12,327		12,327		14,607		14,607
Investments in direct financing leases – net		590,622		587,297		587,701		584,358
Mortgage notes receivable – net		660,569		672,427		679,795		687,130
Other investments – net		203,832		203,751		89,299		90,745
Total	$	1,476,757	$	1,485,209	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	530,000	$	530,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
5.875% notes due 2024 – net		400,000		431,815		400,000		429,956
4.95% notes due 2024 – net		395,475		404,036		395,333		403,064
4.50% notes due 2025 – net		248,152		241,082		248,099		242,532
5.25% notes due 2026 – net		598,384		610,605		598,343		612,760
4.50% notes due 2027 – net		690,705		666,652		690,494		667,651
GE term loan due 2019		180,000		180,000		180,000		180,000
HUD debt – net		55,895		54,319		56,204		52,678
Subordinated debt – net		20,581		24,342		20,613		24,366
Total	$	4,219,192	$	4,242,851	$	3,569,086	$	3,593,007

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2015). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

· Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1).

· Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3).

22

· Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using an expected present value technique based on expected cash flows discounted using the current market rates (Level 3).

· Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using an expected present value technique based on open market trading activity provided by a third party (Level 2).

· HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2).

NOTE 14 – LITIGATION

We are subject to various legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations.

NOTE 15 – EARNINGS PER SHARE

The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and the assumed issuance of additional shares related to Omega OP Units held by outside investors.

23

The following tables set forth the computation of basic and diluted earnings per share:

	Three Months Ended March 31,
	2016			2015
	(in thousands, except per share amounts)
Numerator:
Net income	$	58,196		$	43,052
Less: Net income attributable to noncontrolling interests		(2,641	)		—
Net income available to common stockholders	$	55,555		$	43,052
Denominator:
Denominator for basic earnings per share		188,228			134,346
Effect of dilutive securities:
Common stock equivalents		1,175			460
Noncontrolling interest – OP units		8,947			—
Denominator for diluted earnings per share		198,350			134,806
Earnings per share – basic:
Net income available to common stockholders	$	0.30		$	0.32
Earnings per share – diluted:
Net income	$	0.29		$	0.32

NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS

As of March 31, 2016, we had outstanding: (i) $400 million 5.875% Senior Notes due 2024, (ii) $400 million 4.95% Senior Notes due 2024, (iii) $250 million 4.5% Senior Notes due 2025, (iv) $600 million 5.25% Senior Notes due 2026 and (v) $700 million 4.5% Senior Notes due 2027 (collectively, the “Senior Notes”). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee amounts outstanding under the Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements.

The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. Our non-guarantor subsidiaries include, among others, all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions.

The 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of March 31, 2016.

24

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,518,739		$	570,221		$	—		$	7,088,960
Less accumulated depreciation		(1,034,122	)		(32,901	)		—			(1,067,023	)
Real estate properties – net		5,484,617			537,320			—			6,021,937
Investment in direct financing leases		590,622			—			—			590,622
Mortgage notes receivable – net		660,569			—			—			660,569
		6,735,808			537,320			—			7,273,128
Other investments – net		203,832			—			—			203,832
		6,939,640			537,320			—			7,476,960
Assets held for sale – net		73,589			—			—			73,589
Total investments		7,013,229			537,320			—			7,550,549
Cash and cash equivalents		8,985			422			—			9,407
Restricted cash		7,106			5,221			—			12,327
Accounts receivable – net		202,947			5,322			—			208,269
Goodwill		630,678			14,890			—			645,568
Investment in affiliates		433,085			3,717			(436,802	)		—
Other assets		60,728			128,604			—			189,332
Total assets	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452
LIABILITIES AND EQUITY
Revolving line of credit	$	530,000		$	—		$	—		$	530,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			369,518			(133,623	)		235,895
Unsecured borrowings – net		2,353,297			—			—			2,353,297
Accrued expenses and other liabilities		320,928			8,004			—			328,932
Deferred income taxes		—			14,795			—			14,795
Intercompany payable		—			10,916			(10,916	)		—
Total liabilities		4,304,225			403,233			(144,539	)		4,562,919
Stockholders’ equity:
Common stock		18,817			—			—			18,817
Equity investment in affiliates		—			274,634			(274,634	)		—
Common stock – additional paid-in capital		4,629,423			—			—			4,629,423
Cumulative net earnings		1,428,077			17,564			(17,564	)		1,428,077
Cumulative dividends paid		(2,361,580	)		—			—			(2,361,580	)
Accumulated other comprehensive income (loss)		(21,702	)		103			(103	)		(21,702	)
Total stockholders’ equity		3,693,035			292,301			(292,301	)		3,693,035
Noncontrolling interest		359,498			(38	)		38			359,498
Total equity		4,052,533			292,263			(292,263	)		4,052,533
Total liabilities and equity	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452

25

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable – net		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments – net		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investment in affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Stockholders’ equity:
Common stock		18,740			—			—			18,740
Equity investment in affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive income (loss)		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

26

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination		Consolidated
Revenue
Rental income	$	163,393		$	13,310		$	-	$	176,703
Income from direct financing leases		15,442			-			-		15,442
Mortgage interest income		16,606			-			-		16,606
Other investment income – net		4,128			-			-		4,128
Total operating revenues		199,569			13,310			-		212,879
Expenses
Depreciation and amortization		57,279			5,154			-		62,433
General and administrative		10,343			112			-		10,455
Acquisition costs		2,429			1,342			-		3,771
Impairment loss on real estate properties		34,340			218			-		34,558
Provisions for uncollectible mortgages, notes and accounts receivable		1,862			3,262			-		5,124
Total operating expenses		106,253			10,088			-		116,341
Income before other income and expense		93,316			3,222			-		96,538
Other income (expense):
Interest income		5			3			-		8
Interest expense		(33,389	)		(3,833	)		-		(37,222	)
Interest – amortization of deferred financing costs		(2,126	)		(6	)		-		(2,132	)
Interest – refinancing costs		(298	)		-			-		(298	)
Realized loss on foreign exchange		(22	)		-			-		(22	)
Equity in earnings		(682	)		-			682		-
Total other expense		(36,512	)		(3,836	)		682		(39,666	)
Income before gain (loss) on assets sold		56,804			(614	)		682		56,872
Gain on assets sold - net		1,571			-			-		1,571
Income from continuing operations before income taxes		58,375			(614	)		682		58,443
Income taxes		(141	)		(106	)		-		(247	)
Net income		58,234			(720	)		682		58,196
Net income attributable to noncontrolling interest		(2,679	)		38			-		(2,641	)
Net income available to common stockholders	$	55,555		$	(682	)	$	682	$	55,555
Net income	$	58,234		$	(720	)	$	682	$	58,196
Other comprehensive loss – foreign currency translation		(4,730	)		-			-		(4,730	)
Other comprehensive loss – cash flow hedges		(8,876	)		-			-		(8,876	)
Total comprehensive income		44,628			(720	)		682		44,590
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest		(2,063	)		38			-		(2,025	)
Comprehensive income attributable to common stockholders	$	42,565		$	(682	)	$	682	$	42,565

27

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	98,589		$	2,375		$	-		$	100,964
Income from direct financing leases		14,346			-			-			14,346
Mortgage interest income		16,579			-			-			16,579
Other investment income – net		1,531			-			-			1,531
Total operating revenues		131,045			2,375			-			133,420
Expenses
Depreciation and amortization		29,611			999			-			30,610
General and administrative		5,985			29			-			6,014
Acquisition costs		4,868			-			-			4,868
Provision for impairment on real estate properties		5,982			-			-			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		-			-			(2	)
Total operating expenses		46,444			1,028			-			47,472
Income before other income and expense		84,601			1,347			-			85,948
Other income (expense):
Interest income		190			3			-			193
Interest expense		(31,842	)		(517	)		-			(32,359	)
Interest – amortization of deferred financing costs		(1,348	)		(5	)		-			(1,353	)
Interest – refinancing costs		(9,377	)		-			-			(9,377	)
Equity in earnings		828			-			(828	)		-
Total other expense		(41,549	)		(519	)		(828	)		(42,896	)
Net income available to common stockholders	$	43,052		$	828		$	(828	)	$	43,052

28

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	58,234		$	(720	)	$	682		$	58,196
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		57,279			5,154			—			62,433
Provision for impairment on real estate properties		34,340			218			—			34,558
Provision for uncollectible mortgages, notes and accounts receivable		1,862			3,262			—			5,124
Amortization of deferred financing and refinancing costs		2,424			6			—			2,430
Accretion of direct financing leases		(2,921	)		—			—			(2,921	)
Stock-based compensation		2,778			—			—			2,778
Gain on assets sold – net		(1,571	)		—			—			(1,571	)
Amortization of acquired in-place leases - net		(4,300	)		—			—			(4,300	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		581			(21	)		—			560
Straight-line rent receivables		(9,111	)		(836	)		—			(9,947	)
Lease inducements		647			—			—			647
Effective yield receivable on mortgage notes		(819	)		—			—			(819	)
Other operating assets and liabilities		(10,793	)		(8,514	)		(682	)		(19,989	)
Net cash provided by (used in) operating activities		128,630			(1,451	)		—			127,179
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(401,700	)		(14,404	)		—			(416,104	)
Investment in construction in progress		(16,316	)		—			—			(16,316	)
Deposit to acquire real estate		—			(113,816	)		—			(113,816	)
Investment in U.K. subsidiary		(127,239	)		127,239			—			—
Placement of mortgage loans		(6,162	)		—			—			(6,162	)
Proceeds from sale of real estate investments		2,392			—			—			2,392
Capital improvements to real estate investments		(9,004	)		(540	)		—			(9,544	)
Proceeds from other investments		1,461			—			—			1,461
Investments in other investments		(116,003	)		—			—			(116,003	)
Collection of mortgage principal		312			—			—			312
Net cash used in investing activities		(672,259	)		(1,521	)		—			(673,780	)
Cash flows from financing activities
Proceeds from credit facility borrowings		670,000			—			—			670,000
Payments on credit facility borrowings		(370,000	)		—			—			(370,000	)
Receipts of other long-term borrowings		350,000			—			—			350,000
Payments of other long-term borrowings		—			(309	)		—			(309	)
Payments of financing related costs		(3,552	)		(24	)		—			(3,576	)
Receipts from dividend reinvestment plan		19,596			—			—			19,596
Payments for exercised options and restricted stock – net		(2,381	)		—			—			(2,381	)
Dividends paid		(107,500	)		—			—			(107,500	)
Redemption of OP Units		(10	)		—			—			(10	)
Distributions to OP Unit Holders		(5,131	)		—			—			(5,131	)
Net cash provided by (used in) financing activities		551,022			(333	)		—			550,689
Increase (decrease) in cash and cash equivalents		7,393			(3,305	)		—			4,088
Effect of foreign currency translation on cash and cash equivalents		—			(105	)		—			(105	)
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	8,985		$	422		$	—		$	9,407

29

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	43,052		$	828		$	(828	)	$	43,052
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		29,611			999			—			30,610
Provision for impairment on real estate properties		5,982			—			—			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		—			—			(2	)
Amortization of deferred financing and refinancing costs		10,725			5			—			10,730
Accretion of direct financing leases		(2,614	)		—			—			(2,614	)
Stock-based compensation		1,610			—			—			1,610
Amortization of acquired in-place leases - net		(1,192	)		—			—			(1,192	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		(196	)		—			—			(196	)
Straight-line rent receivables		(5,124	)		(151	)		—			(5,275	)
Lease inducements		(2,110	)		—			—			(2,110	)
Effective yield receivable on mortgage notes		(1,120	)		—			—			(1,120	)
Other operating assets and liabilities		23,373			(382	)		828			23,819
Net cash provided by operating activities		101,995			1,299			—			103,294
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(6,300	)		—			—			(6,300	)
Investment in construction in progress		(5,851	)		—			—			(5,851	)
Placement of mortgage loans		(2,002	)		—			—			(2,002	)
Proceeds from sale of real estate investments		255			—			—			255
Capital improvements to real estate investments		(4,605	)		(999	)		—			(5,604	)
Proceeds from other investments		2,155			—			—			2,155
Investments in other investments		(1,468	)		—			—			(1,468	)
Collection of mortgage principal		288			—			—			288
Net cash used in investing activities		(17,528	)		(999	)		—			(18,527	)
Cash flows from financing activities
Proceeds from credit facility borrowings		6,000			—			—			6,000
Payments on credit facility borrowings		(91,000	)		—			—			(91,000	)
Receipts of other long-term borrowings		689,822			—			—			689,822
Payments of other long-term borrowings		(347,583	)		(300	)		—			(347,883	)
Payments of financing related costs		(21,318	)		—			—			(21,318	)
Receipts from dividend reinvestment plan		5,414			—			—			5,414
Payments for exercised options and restricted stock – net		(1,906	)		—			—			(1,906	)
Net proceeds from issuance of common stock		440,019			—			—			440,019
Dividends paid		(68,261	)		—			—			(68,261	)
Net cash provided by (used in) financing activities		611,187			(300	)		—			610,887
Increase in cash and cash equivalents		695,654			—			—			695,654
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	700,143		$	—		$	—		$	700,143

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NOTE 17 – SUBSEQUENT EVENTS

On April 1, 2016, we acquired 10 care homes (similar to ALFs in the United States) in the United Kingdom from an unrelated third party for approximately $114 million in cash and leased them to an existing operator. The 10 care homes with 743 registered beds were added to the existing operator’s master lease, which has an initial annual cash yield of 7%.

On April 29, 2016, four facilities with a carrying value of approximately $15 million which were held for sale at March 31, 2016 were sold for approximately $24 million. In conjunction with this transaction, the operator also paid us approximately $55 million to retire approximately $50 million of certain mortgages and other investments.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements, Reimbursement Issues and Other Factors Affecting Future Results

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document, including statements regarding potential future changes in reimbursement. This document contains forward-looking statements within the meaning of the federal securities laws. These statements relate to our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, performance and underlying assumptions and other statements other than statements of historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology including, but not limited to, terms such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should” or comparable terms or the negative thereof. These statements are based on information available on the date of this filing and only speak as to the date hereof and no obligation to update such forward-looking statements should be assumed. Our actual results may differ materially from those reflected in the forward-looking statements contained herein as a result of a variety of factors, including, among other things:

(i) those items discussed under “Risk Factors” in Part I, Item 1A to our annual report on Form 10-K for the year ended December 31, 2015, and in Part II, Item 1A of this report (if any);

(ii) uncertainties relating to the business operations of the operators of our assets, including those relating to reimbursement by third-party payors, regulatory matters and occupancy levels;

(iii) the ability of any operators in bankruptcy to reject unexpired lease obligations, modify the terms of our mortgages and impede our ability to collect unpaid rent or interest during the process of a bankruptcy proceeding and retain security deposits for the debtors’ obligations;

(iv) our ability to sell closed or foreclosed assets on a timely basis and on terms that allow us to realize the carrying value of these assets;

(v) our ability to negotiate appropriate modifications to the terms of our credit facilities;

(vi) our ability to manage, re-lease or sell any owned and operated facilities;

(vii) the availability and cost of capital;

(viii) changes in our credit ratings and the ratings of our debt securities;

(ix) competition in the financing of healthcare facilities;

(x) regulatory and other changes in the healthcare sector;

(xi) the effect of economic and market conditions generally and, particularly, in the healthcare industry;

(xii) changes in the financial position of our operators;

(xiii) changes in interest rates;

(xiv) the amount and yield of any additional investments;

(xv) changes in tax laws and regulations affecting real estate investment trusts;

(xvi) the possibility that we will not realize estimated synergies or growth as a result of our merger with Aviv, or that such benefits may take longer to realize than expected;

(xvii)	the potential impact of changes in the skilled nursing facility (“SNF”) and assisted living facility (“ALF”) market or local real estate conditions on our ability to dispose of assets held for sale for the anticipated proceeds or on a timely basis, or to redeploy the proceeds therefrom on favorable terms; and
(xviii)	our ability to maintain our status as a real estate investment trust.

Overview

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on SNFs. Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed rate mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”). As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building and two mortgages and other investments. The facilities are located in 31 states and are operated by 38 third-party operators.

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Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of March 31, 2016, the Company owned approximately 95% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 5% of the Omega OP Units.

Our portfolio of real estate investments at March 31, 2016, consisted of 985 healthcare facilities, located in 42 states and the United Kingdom and operated by 83 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.4 billion at March 31, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of: (i) 800 SNFs, (ii) 84 ALFs, (iii) 16 specialty facilities, (iv) one medical office building, (v) fixed rate mortgages on 53 SNFs and two ALFs and (vi) 29 facilities that are closed/held-for-sale. At March 31, 2016, we also held miscellaneous investments of approximately $203.8 million, consisting primarily of secured loans to third-party operators of our facilities.

As of March 31, 2016 and December 31, 2015 we do not have any material properties or operators with facilities that are not materially occupied.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Taxation

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and certain other requirements are met, including an asset and income test. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

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Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of March 31, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.9 million. The loss carry-forward is fully reserved as of March 31, 2016 with a valuation allowance due to uncertainties regarding realization.

During the first quarter of 2016, we recorded approximately $0.1 million of state and local income tax provision and approximately $0.1 million of provision for foreign income taxes.

Government Regulation and Reimbursement

The healthcare industry is heavily regulated. Our operators are subject to extensive and complex federal, state and local healthcare laws and regulations. These laws and regulations are subject to frequent and substantial changes resulting from the adoption of new legislation, rules and regulations, and administrative and judicial interpretations of existing law. The ultimate timing or effect of these changes, which may be applied retroactively, cannot be predicted. Changes in laws and regulations impacting our operators, in addition to regulatory non-compliance by our operators, can have a significant effect on the operations and financial condition of our operators, which in turn may adversely impact us. The following is a discussion of certain laws and regulations generally applicable to our operators, and in certain cases, to us.

Healthcare Reform. A substantial amount of rules and regulations have been issued under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education and Reconciliation Act of 2010 (collectively referred to as the “Healthcare Reform Law”). We expect additional rules, regulations and interpretations under the Healthcare Reform Law to be issued that may materially affect our operators’ financial condition and operations.

Under the Healthcare Reform Law, a Federal Commission on Long-Term Care was established which issued its report in September 2013. One of its recommendations was the convening of the White House Conference on Aging which met in July, 2015. At that meeting, it was announced that the Centers for Medicare and Medicaid Services (“CMS”) was issuing a proposed rule on July 16, 2015 that included a significant number of revisions to the regulations covering the conditions of participation for SNFs to receive Medicare and Medicaid payments. These proposed regulations will substantially impact SNFs because they reflect the advances made over the past 24 years in the theory and practices of service delivery and safety, including the impact of other recent legislation emphasizing service quality, value over volume of services, and consistency in reporting. A final rule has not yet been published.

Given the complexity of the Healthcare Reform Law and the substantial requirements for regulation thereunder, the impact of the Healthcare Reform Law on our operators or their ability to meet their obligations to us cannot be predicted. The Healthcare Reform Law could result in decreases in payments to our operators or otherwise adversely affect the financial condition of our operators, thereby negatively impacting our financial condition. Our operators may not be successful in modifying their operations to lessen the impact of any increased costs or other adverse effects resulting from changes in governmental programs, private insurance and/or employee welfare benefit plans. The impact of the Healthcare Reform Law on each of our operators will vary depending on payor mix, resident conditions and a variety of other factors. In addition to the provisions relating to reimbursement, other provisions of the Healthcare Reform Law may impact our operators as employers (e.g., requirements related to providing health insurance for employees).

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Reimbursement Generally. A significant portion of our operators’ revenue is derived from governmentally-funded reimbursement programs, consisting primarily of Medicare and Medicaid. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states face significant current and future budget deficits, efforts to reduce costs by government payors will likely continue, which may result in reductions in reimbursement at both the federal and state levels. These cost-cutting measures could result in a significant reduction of reimbursement rates to our operators under both the Medicare and Medicaid programs. Additionally, new and evolving payor and provider programs, including but not limited to Medicare Advantage, dual eligible, accountable care organizations, and bundled payments could adversely impact our tenants’ and operators’ liquidity, financial condition or results of operations.

We currently believe that our operator coverage ratios are adequate and that our operators can absorb moderate reimbursement rate reductions and still meet their obligations to us. However, significant limits on the scope of services reimbursed and/or reductions of reimbursement rates could have a material adverse effect on our operators’ results of operations and financial condition, which could adversely affect our operators’ ability to meet their obligations to us.

Medicaid. State budgetary concerns, coupled with the implementation of rules under the Healthcare Reform Law, may result in significant changes in healthcare spending at the state level. Many states are currently focusing on the reduction of expenditures under their state Medicaid programs, which may result in a reduction in reimbursement rates for our operators. The need to control Medicaid expenditures may be exacerbated by the potential for increased enrollment in Medicaid due to unemployment and declines in family incomes. Since our operators’ profit margins on Medicaid patients are generally relatively low, more than modest reductions in Medicaid reimbursement or an increase in the number of Medicaid patients could adversely affect our operators’ results of operations and financial condition, which in turn could negatively impact us.

The Healthcare Reform Law provided for Medicaid coverage to be expanded to all individuals under age 65 with incomes up to 133% of the federal poverty level, beginning January 1, 2014. The federal government committed to paying the entire cost for Medicaid coverage for newly eligible beneficiaries from 2014 through 2016. In 2017, the federal share will decline to 95%; in 2018, to 94%; in 2019, to 93%; and in 2020 and subsequent years, to 90%.

On June 28, 2012, however, the Supreme Court ruled that states could not be required to expand Medicaid or risk losing federal funding of their existing Medicaid programs. As of March 14, 2016, thirty two states including the District of Columbia have expanded or are expanding Medicaid coverage as contemplated by the Healthcare Reform Law, with many of the remaining states involved in a variety of legislative proposals or discussions.

Medicare. On April 1, 2014, President Obama signed the “Protecting Access to Medicare Act of 2014” which calls for the United States Department of Health and Human Services (“HHS”) to develop a value based purchasing program for SNFs aimed at lowering readmission rates beginning on October 1, 2018.

On July 30, 2015, the Centers for Medicare & Medicaid Services (“CMS”) issued a final rule outlining the FY 2016 Medicare payment rates for SNFs. Aggregate payments to SNFs are projected to increase by $430 million, or 1.2%, from payments in FY 2015. This estimated increase is attributable to a 2.3% market basket increase, reduced by a 0.6% forecast error adjustment and further reduced by 0.5% in accordance with the multifactor productivity adjustment required by law. The final rule also includes policies that advance setting measurable goals and timelines for paying SNFs based on the quality rather than the quantity of care to patients.

The “Medicare Access and CHIP Reauthorization Act of 2015” extended the Medicare therapy cap exceptions process through December 31, 2017. The statutory Medicare Part B outpatient cap for occupational therapy is $1,960 for 2016, and the combined cap for physical therapy and speech therapy is also $1,960 for 2016. These caps do not apply to therapy services covered under Medicare Part A for SNFs, although the caps apply in most other instances involving patients in SNFs or long-term care facilities who receive therapy services covered under Medicare Part B. The exception process permits medically necessary therapy services beyond the cap limits. Expiration of the therapy cap exceptions process in the future could have a material adverse effect on our operators’ financial condition and operations, which could adversely impact their ability to meet their obligations to us.

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The “Bipartisan Budget Act of 2015” (“BBA”) was signed by President Obama on November 2, 2015. While the BBA provides $80 billion in discretionary spending sequestration relief over two years, it also extended Medicare sequestration, which generally cuts Medicare provider and plan payments by 2% across the board, for an additional year, through 2025. The BBA also provides a uniform 2% reduction for 2024 instead of applying different rates during the first and second halves of the fiscal year. However, the fiscal year 2025 sequestration will be “front loaded,” such that, a 4% reduction will apply during the first six months of the fiscal year and no reduction will be imposed during the second half of the fiscal year.

Quality of Care Initiatives. CMS has implemented a number of initiatives focused on the quality of care provided by nursing homes that could affect our operators. For instance, in December 2008, CMS released quality ratings for all of the nursing homes that participate in Medicare or Medicaid under its “Five Star Quality Rating System.” Facility rankings, ranging from five stars (“much above average”) to one star (“much below average”) are updated on a monthly basis. SNFs are required to provide information for the CMS Nursing Home Compare website regarding staffing and quality measures. Based on this data and the results of state health inspections, SNFs are then rated based on the five-star rating system. In 2015, CMS made changes to the rating system including: (1) revising scoring methodology by which quality measure ratings are calculated for SNFs; (2) increasing the number and type of quality measures that are not solely based on self-reported data and (3) adding critical measures to staffing such as turnover and retention. It is possible that this or any other ranking system could lead to future reimbursement policies that reward or penalize facilities on the basis of the reported quality of care parameters.

CMS has incorporated hospital readmissions review into the Quality Indicators Survey. Under Medicare’s Inpatient Prospective Payment System, CMS began adjusting payments to hospitals for excessive readmissions of patients for heart attacks, heart failure and pneumonia during fiscal years beginning on and after October 1, 2012. Long term care facilities are under increased scrutiny to prevent residents from being readmitted to hospitals for these conditions in particular, and have an opportunity to demonstrate their quality of care by reducing their hospital readmission rates. It is anticipated that hospital readmissions will be a consideration in the future in the CMS five-star rating system.

Office of the Inspector General Activities. The Office of Inspector General’s (the “OIG”) Work Plan for government fiscal year 2016, which describes projects that the OIG plans to address during the fiscal year, includes two projects related specifically to nursing homes. (1) compliance with various aspects of the SNF prospective payment system; and (2) background checks for employees.

Fraud and Abuse. There are various federal and state civil and criminal laws and regulations governing a wide array of healthcare provider referrals, relationships and arrangements, including laws and regulations prohibiting fraud by healthcare providers. Many of these complex laws raise issues that have not been clearly interpreted by the relevant governmental authorities and courts.

These laws include: (i) federal and state false claims acts, which, among other things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or state healthcare programs; (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibit the payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, such as services provided in a SNF; (iii) federal and state physician self-referral laws (commonly referred to as the Stark Law), which generally prohibit referrals by physicians to entities for designated health services (some of which are provided in SNFs) with which the physician or an immediate family member has a financial relationship; (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a false or fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the Health Insurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information.

Violations of healthcare fraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicare and Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. Additionally, there are criminal provisions that prohibit filing false claims or making false statements to receive payment or certification under Medicare and Medicaid, as well as failing to refund overpayments or improper payments. Violation of the anti-kickback statute or Stark Law may form the basis for a federal False Claims Act violation. These laws are enforced by a variety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, which allow private litigants to bring qui tam or whistleblower actions, which have become more frequent in recent years.

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Privacy. Our operators are subject to various federal, state and local laws and regulations designed to protect the confidentiality and security of patient health information, including the federal Health Insurance Portability and Accountability Act of 1996, as amended, the Health Information Technology for Economic and Clinical Health Act, and the corresponding regulations promulgated thereunder (collectively referred to herein as “HIPAA”). In March 2016, the HHS Office for Civil Rights began Phase 2 of its HIPAA Audit Program which will include business as well as covered entities. The Audit will focus on compliance with the Privacy, Security, and Breach Notification Rules.

Various states have similar laws and regulations that govern the maintenance and safeguarding of patient records, charts and other information generated in connection with the provision of professional medical services. These laws and regulations require our operators to expend the requisite resources to secure protected health information, including the funding of costs associated with technology upgrades. Operators found in violation of HIPAA or any other privacy law or regulation may face large penalties. In addition, compliance with an operator’s notification requirements in the event of a breach of unsecured protected health information could cause reputational harm to an operator’s business.

Licensing and Certification. Our operators and facilities are subject to various federal, state and local licensing and certification laws and regulations, including laws and regulations under Medicare and Medicaid requiring operators of SNFs and ALFs to comply with extensive standards governing operations. Governmental agencies administering these laws and regulations regularly inspect our operators’ facilities and investigate complaints. Our operators and their managers receive notices of observed violations and deficiencies from time to time, and sanctions have been imposed from time to time on facilities operated by them. In addition, many states require certain healthcare providers to obtain a certificate of need, which requires prior approval for the construction, expansion or closure of certain healthcare facilities, which has the potential to impact some of our operators’ abilities to expand or change their businesses.

Americans with Disabilities Act (the “ADA”). Our properties must comply with the ADA and any similar state or local laws to the extent that such properties are public accommodations as defined in those statutes. The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. Should barriers to access by persons with disabilities be discovered at any of our properties, we may be directly or indirectly responsible for additional costs that may be required to make facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. Our commitment to make readily achievable accommodations pursuant to the ADA is ongoing, and we continue to assess our properties and make modifications as appropriate in this respect.

Other Laws and Regulations. Additional federal, state and local laws and regulations affect how our operators conduct their operations, including laws and regulations protecting consumers against deceptive practices and otherwise generally affecting our operators’ management of their property and equipment and the conduct of their operations (including laws and regulations involving fire, health and safety; quality of services, including care and food service; residents’ rights, including abuse and neglect laws; and the health standards set by the federal Occupational Safety and Health Administration).

General and Professional Liability. Although arbitration agreements have been effective in limiting general and professional liabilities for SNF and long term care providers, there have been numerous lawsuits challenging the validity of arbitration agreements in long term care settings. On July 16, 2015, CMS issued a proposed rule on, Reform of Requirements for Long-Term Care Facilities, which would require SNFs to explain binding arbitration agreements to residents and their families before they sign them. The rule would also prohibit requiring arbitration agreements as a condition of admission. A final rule is projected by HHS to be published by September 2016. If this rule is finalized as proposed, there would likely be an increase in liabilities for SNF and long term care providers.

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Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States, and a summary of our significant accounting policies is included in Note 2 – Summary of Significant Accounting Policies to our Annual Report on Form 10-K for the year ended December 31, 2015. Our preparation of the financial statements requires us to make estimates and assumptions about future events that affect the amounts reported in our financial statements and accompanying footnotes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such difference may be material to the consolidated financial statements. We have described our most critical accounting policies in our 2015 Annual Report on Form 10-K in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

There have been no changes to our critical accounting policies or estimates since December 31, 2015. See Note 2 – Summary of Significant Accounting Policies to our Annual Report on Form 10-K for the year ended December 31, 2015.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity’s accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

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In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

Results of Operations

The following is our discussion of the consolidated results of operations, financial position and liquidity and capital resources, which should be read in conjunction with our unaudited consolidated financial statements and accompanying notes.

Three Months Ended March 31, 2016 and 2015

Operating Revenues

Our operating revenues for the three months ended March 31, 2016, totaled $212.9 million, an increase of $79.5 million over the same period in 2015. The $79.5 million increase was primarily the result of: (i) $57.8 million of rental income associated with the Aviv Merger; (ii) $3.5 million of rental income related to the Care Homes Transaction (refer to Note 3 – Properties in our Annual Report on Form 10-K for the year ended December 31, 2015), (iii) $12.3 million of additional rental income associated with other acquisitions and lease amendments made throughout 2016 and 2015, (iv) $2.6 million increase in other investment income primarily related to new notes funded to operators in 2016 and (v) $1.1 million increase in direct financing lease income primarily due to (a) two new direct financing leases assumed in the Aviv Merger and (b) incremental revenue associated with the New Ark direct financing lease.

Operating Expenses

Operating expenses for the three months ended March 31, 2016, totaled $116.3 million, an increase of approximately $68.9 million over the same period in 2015. The increase was primarily due to: (i) a $31.8 million increase in depreciation and amortization expense due to the Aviv Merger and Care Homes Transaction, as well as other acquisitions, (ii) a $28.6 million increase in provision for impairment losses as a result of the Company exiting 14 facilities, (iii) a $5.1 million increase in provision for uncollectible mortgages, notes and accounts receivable primarily related to (a) the write-off of approximately $3.4 million of straight line receivable from a former operator and (b) the reserve of approximately $1.2 million of effective interest receivable associated with an existing operator who exercised their option to prepay certain mortgages with Omega and (iv) a $4.4 million increase in general and administrative expenses primarily due to the Aviv Merger.

Other Income (Expense)

For the three months ended March 31, 2016, total other expenses were $39.7 million, a decrease of approximately $3.2 million over the same period in 2015. The decrease was primarily the result of a decrease of $9.1 million in interest refinancing costs. In the first quarter of 2015, we incurred $9.4 million in interest refinance costs related to the redemption of our $200 million 7.5% notes due 2020 and early retirement of 21 mortgage loans guaranteed by U.S. Department of Housing and Urban Development (“HUD”). In the first quarter of 2016, we incurred $0.3 million of interest refinancing costs. Offsetting the decrease was an increase of $4.9 million in interest expense due to an increase in borrowings outstanding to fund new investments since January 2015, including the Aviv Merger and Care Homes Transaction.

National Association of Real Estate Investment Trusts Funds From Operations

Our funds from operations (“NAREIT FFO”) for the three months ended March 31, 2016 was $153.6 million compared to $79.6 million for the same period in 2015.

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We calculate and report NAREIT FFO in accordance with the definition of Funds from Operations and interpretive guidelines issued by the National Association of Real Estate Investment Trusts (“NAREIT”), and, consequently, NAREIT FFO is defined as net income available to common stockholders, adjusted for the effects of asset dispositions and certain non-cash items, primarily depreciation and amortization and impairment on real estate assets. We believe that NAREIT FFO is an important supplemental measure of our operating performance. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time, while real estate values instead have historically risen or fallen with market conditions. NAREIT FFO was designed by the real estate industry to address this issue. NAREIT FFO herein is not necessarily comparable to NAREIT FFO of other REITs that do not use the same definition or implementation guidelines or interpret the standards differently from us.

NAREIT FFO is a non-GAAP financial measure. We use NAREIT FFO as one of several criteria to measure the operating performance of our business. We further believe that by excluding the effect of depreciation, amortization, impairment on real estate assets and gains or losses from sales of real estate, all of which are based on historical costs and which may be of limited relevance in evaluating current performance, NAREIT FFO can facilitate comparisons of operating performance between periods and between other REITs. We offer this measure to assist the users of our financial statements in evaluating our financial performance under GAAP, and NAREIT FFO should not be considered a measure of liquidity, an alternative to net income or an indicator of any other performance measure determined in accordance with GAAP. Investors and potential investors in our securities should not rely on this measure as a substitute for any GAAP measure, including net income.

The following table presents our NAREIT FFO results for the three months ended March 31, 2016 and 2015:

	Three Months Ended
	March 31,
	2016			2015
	(in thousands)
Net income	$	58,196		$	43,052
Deduct gain from real estate dispositions		(1,571	)		—
Sub-total		56,625			43,052
Elimination of non-cash items included in net income:
Depreciation and amortization		62,433			30,610
Add back impairments on real estate properties		34,558			5,982
NAREIT FFO (a)	$	153,616		$	79,644

(a) Includes amounts allocated to Omega stockholders and Omega OP Unit holders.

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Portfolio and Recent Developments

The following tables summarize the significant acquisitions that occurred in 2016.

	Number of Facilities									Land			Building & Site Improvements			Furniture & Fixtures			Initial Cash
Period	SNF		ALF		Country/ State	Total Investment				(in millions)									Yield (%)
Q1		-		1	UK		$	8.3			$	1.4		$	6.7		$	0.2		7.00
Q1		-		1	UK			6.1	(1)			0.6			5.3			0.2		7.00
Q1		10		-	OH, VA, MI			169.0	(1) (3)			10.5			152.5			6.0		8.50
Q1		-		-	FL			2.5	(2)			2.5			-			-		-
Q1		-		2	GA			20.2				0.8			18.3			1.1		7.50
Q1		3		-	MD			25.0				2.5			19.9			2.6		8.50
Q1		21		-	VA, NC			212.5	(1)			19.3			181.1			12.1		8.50
Total		34		4			$	443.6			$	37.6		$	383.8		$	22.2

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) Accounted for as an asset acquisition.

(3) Acquired from a related party. Refer to Note -1 Related Party Transactions.

Acquisition of Aviv by Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. The facilities are located in 31 states and are operated by 38 third-party operators. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April, 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

The following table highlights the final allocation of the assets acquired, liabilities assumed, and consideration exchanged on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation did not result in material changes to our Consolidated Statements of Operations and Comprehensive Income or our Consolidated Balance Sheets from our preliminary purchase price allocation.

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Assets Impairments and Assets Held for Sale

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs.

In the first quarter of 2016, we reclassified eight ALFs, and 16 SNFs to assets held for sale. In addition, we sold two SNFs previously classified as assets held for sale for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million.

Liquidity and Capital Resources

At March 31, 2016, we had total assets of $8.6 billion, total equity of $4.1 billion and debt of $4.2 billion, representing approximately 51.0% of total capitalization.

Financing Activities and Borrowing Arrangements

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

At March 31, 2016, we had $530.0 million of borrowings outstanding under the Revolving Credit Facility and $750.0 million of borrowings outstanding under the Omega Term Loan Facilities.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended March 31, 2016, approximately 0.7 million shares of our common stock at an average price of $29.84 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $19.7 million.

Dividends

In order to qualify as a REIT, we are required to distribute dividends (other than capital gain dividends) to our stockholders in an amount at least equal to (A) the sum of (i) 90% of our “REIT taxable income” (computed without regard to the dividends paid deduction and our net capital gain), and (ii) 90% of the net income (after tax), if any, from foreclosure property, minus (B) the sum of certain items of non-cash income. In addition, if we dispose of any built-in gain asset during a recognition period, we will be required to distribute at least 90% of the built-in gain (after tax), if any, recognized on the disposition of such asset. Such distributions must be paid in the taxable year to which they relate, or in the following taxable year if declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration. In addition, such distributions are required to be made pro rata, with no preference to any share of stock as compared with other shares of the same class, and with no preference to one class of stock as compared with another class except to the extent that such class is entitled to such a preference. To the extent that we do not distribute all of our net capital gain or do distribute at least 90%, but less than 100% of our “REIT taxable income” as adjusted, we will be subject to tax thereon at regular ordinary and capital gain corporate tax rates.

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For the three months ended March 31, 2016, we paid dividends of $107.5 million to our common stockholders.

Liquidity

We believe our liquidity and various sources of available capital, including cash from operations, our existing availability under our Omega Credit Facilities and expected proceeds from mortgage payoffs are adequate to finance operations, meet recurring debt service requirements and fund future investments through the next twelve months.

We regularly review our liquidity needs, the adequacy of cash flow from operations, and other expected liquidity sources to meet these needs. We believe our principal short-term liquidity needs are to fund:

· normal recurring expenses;

· debt service payments;

· capital improvement programs;

· common stock dividends; and

· growth through acquisitions of additional properties.

The primary source of liquidity is our cash flows from operations. Operating cash flows have historically been determined by: (i) the number of facilities we lease or have mortgages on; (ii) rental and mortgage rates; (iii) our debt service obligations; and (iv) general and administrative expenses. The timing, source and amount of cash flows provided by financing activities and used in investing activities are sensitive to the capital markets environment, especially to changes in interest rates. Changes in the capital markets environment may impact the availability of cost-effective capital and affect our plans for acquisition and disposition activity.

Cash and cash equivalents totaled $9.4 million as of March 31, 2016, an increase of $4.0 million as compared to the balance at December 31, 2015. The following is a discussion of changes in cash and cash equivalents due to operating, investing and financing activities, which are presented in our Consolidated Statements of Cash Flows.

Operating Activities – Operating activities generated $127.2 million of net cash flow for the three months ended March 31, 2016, as compared to $103.3 million for the same period in 2015. The increase was primarily related to additional cash flow generated from new investments primarily related to the Aviv Merger and Care Homes Transaction, including other facilities acquired and leased throughout 2015 and 2016.

Investing Activities – Net cash flow from investing activities was an outflow of $673.8 million for the three months ended March 31, 2016, as compared to an outflow of $18.5 million for the same period in 2015. The $655.3 million increase in cash outflow from investing activities related primarily to (i) an increase of $409.8 million in acquisitions in 2016 compared to the same period of 2015, (ii) a cash deposit of $113.8 million to acquire 10 care homes in the United Kingdom completed on April 1, 2016, (iii) an increase of net cash outflow of $115.2 million from other investments – net in 2016 compared to the same period of 2015, (iv) an increase of $10.5 million investment in construction in progress in 2016 as compared to the same period of 2015 (v) an increase of $4.2 million in mortgage investment in 2016 compared to the same period of 2015, (vi) an increase of $3.9 million in our capital renovation program investment in 2016 compared to the same period of 2015.

Financing Activities – Net cash flow from financing activities was an inflow of $550.7 million for the three months ended March 31, 2016 as compared to an inflow of $610.9 million for the same period in 2015. The $60.2 million decrease in cash inflow from financing activities was primarily a result of: (i) a decrease in net proceeds of $440.0 million from issuance common stock in 2016 as compared to the same period in 2015, (ii) an increase of $39.2 million in dividend payments due to an increase in number of shares outstanding and an increase of $0.04 per share in the common dividends and (iii) $5.1 million of distributions to Omega OP Unit holders in 2016, offset by (i) an increase of $385 million net proceeds on the credit facility in 2016 as compared to the same period in 2015, (ii) an increase in net proceeds of $14.2 million from our dividend reinvestment plan in 2016 as compared to the same period in 2015, and (iii) an decrease in financing related costs of $17.7 million related to the Aviv Merger on April 1, 2015.

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Item 3 – Quantitative and Qualitative Disclosures about Market Risk

During the quarter ended March 31, 2016, there were no material changes in our primary market risk exposures or how those exposures are managed from the information disclosed under Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4 – Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In connection with the preparation of this Form 10-Q, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of March 31, 2016.

Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period covered by this report identified in connection with the evaluation of our disclosure controls and procedures described above that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

See Note 14 – Litigation to the Consolidated Financial Statements in Part I, Item 1 hereto, which is hereby incorporated by reference in response to this item.

Item 1A – Risk Factors

We filed our Annual Report on Form 10-K for the year ended December 31, 2015, with the Securities and Exchange Commission on February 26, 2016, which sets forth certain risk factors in Part I, Item 1A therein. We have not experienced any material changes from the risk factors previously described in our Annual Report on Form 10-K for the year ended December 31, 2015.

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Item 6–Exhibits

Exhibit No.
4.1	Fifteenth Supplemental Indenture, dated as of March 29, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 5.875% Senior Notes due 2024, including the Form of 5.875% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.2	Eighth Supplemental Indenture, dated as of March 29, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.950% Senior Notes due 2024, including the Form of 4.950% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.3	Seventh Supplemental Indenture, dated as of March 29, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.50% Senior Notes due 2025, including the Form of 4.50% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.4	Fourth Supplemental Indenture, dated as of March 29, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 4.500% Senior Notes due 2027, including the Form of 4.500% Senior Notes and Form of Subsidiary Guarantee related thereto.*
4.5	Second Supplemental Indenture, dated as of March 29, 2016, among Omega Healthcare Investors, Inc., each of the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee, related to the 5.250% Senior Notes due 2026, including the Form of 5.250% Senior Notes and Form of Subsidiary Guarantee related thereto.*
10.1	First Amendment to Credit Agreement, dated as of August 7, 2015, among Omega Healthcare Properties Limited Partnership, certain subsidiaries of Omega Healthcare Properties Limited Partnership identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on January 7, 2016).
10.2	Third Amendment to Credit Agreement, dated as of January 29, 2016, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc. identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 3, 2016).
10.3	Form of 2016 Employment Agreement Amendments (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2016).+
10.4	Form of Time-Based Restricted Stock Unit Agreement for 2016 Grants (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2016).+
10.5	Form of Performance-Based Restricted Stock Unit Agreement for 2016 Grants (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2016).+
10.6	Form of Performance-Based LTIP Unit Agreement for 2016 Grants (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on March 23, 2016).+

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31.1	Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.*
31.2	Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.*
32.1	Section 1350 Certification of the Chief Executive Officer.*
32.2	Section 1350 Certification of the Chief Financial Officer.*
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

* Exhibits that are filed herewith.

+ Management contract or compensatory plan, contract or arrangement.

47

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 thereunto duly authorized.

	OMEGA HEALTHCARE INVESTORS, INC.
			Registrant
Date:    May 6, 2016		By:	/S/ C. TAYLOR PICKETT
			C. Taylor Pickett
			Chief Executive Officer
Date:    May 6, 2016		By:	/S/ ROBERT O. STEPHENSON
			Robert O. Stephenson
			Chief Financial Officer

48

EX-4.1

Exhibit 4.1

FIFTEENTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2024)

THIS FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”) is dated as of March 29, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of March 19, 2012 (as supplemented by that First Supplemental Indenture, dated as of July 2, 2012, that Second Supplemental Indenture, dated as of August 9, 2012, that Third Supplemental Indenture, dated as of September 24, 2012, that Fourth Supplemental Indenture effective as of December 31, 2012, that Fifth Supplemental Indenture dated as of August 1, 2013, that Sixth Supplemental Indenture dated as of October 23, 2013, that Seventh Supplemental Indenture dated as of February 14, 2014, that Eighth Supplemental Indenture dated as of June 27, 2014, that Ninth Supplemental Indenture dated as of November 25, 2014, that Tenth Supplemental Indenture dated as of January 23, 2015, that Eleventh Supplemental Indenture effective as of March 2, 2015, that Twelfth Supplemental Indenture dated as of April 1, 2015, that Thirteenth Supplemental Indenture dated as of August 4, 2015, and that Fourteenth Supplemental Indenture dated as of November 9, 2015, the “Indenture”), providing for the issuance of the Issuer’s 5-7/8% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, the Issuer has re-designated certain of the New Subsidiaries (formerly Unrestricted Subsidiaries) as Restricted Subsidiaries under the Indenture and now wishes to cause such New Subsidiaries to become Subsidiary Guarantors pursuant to Section 4.14 of the Indenture;

WHEREAS, the Issuer has also created or acquired the other New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 and/or 5.01(b) of the Indenture;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

[15^thSupplemental Indenture – 2024 Notes]

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the effective date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fifteenth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fifteenth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Fifteenth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifteenth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[15^thSupplemental Indenture – 2024 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Fifteenth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	OHI Healthcare Properties Holdco, Inc., as its Primary General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 15^th Supplemental Indenture – 2024 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 15^th Supplemental Indenture – 2024 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 15^th Supplemental Indenture – 2024 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 1

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 2

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 3

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 4

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 5

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 6

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (GA) Dunwoody, LLC
304.	OHI Asset (GA) Macon, LLC
305.	OHI Asset (GA) Moultrie, LLC
306.	OHI Asset (GA) Roswell, LLC
307.	OHI Asset (GA) Snellville, LLC
308.	OHI Asset (ID) Holly, LLC
309.	OHI Asset (ID) Midland, LLC
310.	OHI Asset (ID), LLC
311.	OHI Asset (IL), LLC
312.	OHI Asset (IN) American Village, LLC
313.	OHI Asset (IN) Anderson, LLC
314.	OHI Asset (IN) Beech Grove, LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 7

315.	OHI Asset (IN) Clarksville, LLC
316.	OHI Asset (IN) Clinton, LLC
317.	OHI Asset (IN) Connersville, LLC
318.	OHI Asset (IN) Crown Point, LLC
319.	OHI Asset (IN) Eagle Valley, LLC
320.	OHI Asset (IN) Elkhart, LLC
321.	OHI Asset (IN) Forest Creek, LLC
322.	OHI Asset (IN) Fort Wayne, LLC
323.	OHI Asset (IN) Franklin, LLC
324.	OHI Asset (IN) Greensburg, LLC
325.	OHI Asset (IN) Indianapolis, LLC
326.	OHI Asset (IN) Jasper, LLC
327.	OHI Asset (IN) Kokomo, LLC
328.	OHI Asset (IN) Lafayette, LLC
329.	OHI Asset (IN) Madison, LLC
330.	OHI Asset (IN) Monticello, LLC
331.	OHI Asset (IN) Noblesville, LLC
332.	OHI Asset (IN) Rosewalk, LLC
333.	OHI Asset (IN) Salem, LLC
334.	OHI Asset (IN) Seymour, LLC
335.	OHI Asset (IN) Spring Mill, LLC
336.	OHI Asset (IN) Terre Haute, LLC
337.	OHI Asset (IN) Wabash, LLC
338.	OHI Asset (IN) Westfield, LLC
339.	OHI Asset (IN) Zionsville, LLC
340.	OHI Asset (LA) Baton Rouge, LLC
341.	OHI Asset (LA), LLC
342.	OHI Asset (MD), LLC
343.	OHI Asset (MI) Heather Hills, LLC
344.	OHI Asset (MI), LLC
345.	OHI Asset (MO), LLC
346.	OHI Asset (MS) Byhalia, LLC
347.	OHI Asset (MS) Cleveland, LLC
348.	OHI Asset (MS) Clinton, LLC
349.	OHI Asset (MS) Columbia, LLC
350.	OHI Asset (MS) Corinth, LLC
351.	OHI Asset (MS) Greenwood, LLC
352.	OHI Asset (MS) Grenada, LLC
353.	OHI Asset (MS) Holly Springs, LLC
354.	OHI Asset (MS) Indianola, LLC
355.	OHI Asset (MS) Natchez, LLC
356.	OHI Asset (MS) Picayune, LLC
357.	OHI Asset (MS) Vicksburg, LLC
358.	OHI Asset (MS) Yazoo City, LLC
359.	OHI Asset (NC) Wadesboro, LLC
360.	OHI Asset (NY) 2nd Avenue, LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 8

361.	OHI Asset (NY) 93rd Street, LLC
362.	OHI Asset (OH) Lender, LLC
363.	OHI Asset (OH), LLC
364.	OHI Asset (OR) Portland, LLC
365.	OHI Asset (OR) Troutdale, LLC
366.	OHI Asset (PA) GP, LLC
367.	OHI Asset (PA) West Mifflin, LP
368.	OHI Asset (PA), LLC
369.	OHI Asset (PA), LP
370.	OHI Asset (SC) Aiken, LLC
371.	OHI Asset (SC) Anderson, LLC
372.	OHI Asset (SC) Easley Anne, LLC
373.	OHI Asset (SC) Easley Crestview, LLC
374.	OHI Asset (SC) Edgefield, LLC
375.	OHI Asset (SC) Greenville Griffith, LLC
376.	OHI Asset (SC) Greenville Laurens, LLC
377.	OHI Asset (SC) Greenville North, LLC
378.	OHI Asset (SC) Greenville, LLC
379.	OHI Asset (SC) Greer, LLC
380.	OHI Asset (SC) Marietta, LLC
381.	OHI Asset (SC) McCormick, LLC
382.	OHI Asset (SC) Orangeburg, LLC
383.	OHI Asset (SC) Pickens East Cedar, LLC
384.	OHI Asset (SC) Pickens Rosemond, LLC
385.	OHI Asset (SC) Piedmont, LLC
386.	OHI Asset (SC) Simpsonville SE Main, LLC
387.	OHI Asset (SC) Simpsonville West Broad, LLC
388.	OHI Asset (SC) Simpsonville West Curtis, LLC
389.	OHI Asset (TN) Bartlett, LLC
390.	OHI Asset (TN) Collierville, LLC
391.	OHI Asset (TN) Jefferson City, LLC
392.	OHI Asset (TN) Memphis, LLC
393.	OHI Asset (TN) Rogersville, LLC
394.	OHI Asset (TX) Anderson, LLC
395.	OHI Asset (TX) Bryan, LLC
396.	OHI Asset (TX) Burleson, LLC
397.	OHI Asset (TX) College Station, LLC
398.	OHI Asset (TX) Comfort, LLC
399.	OHI Asset (TX) Diboll, LLC
400.	OHI Asset (TX) Granbury, LLC
401.	OHI Asset (TX) Hondo, LLC
402.	OHI Asset (TX) Italy, LLC
403.	OHI Asset (TX) Winnsboro, LLC
404.	OHI Asset (TX), LLC
405.	OHI Asset (UT) Ogden, LLC
406.	OHI Asset (UT) Provo, LLC

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 9

407.	OHI Asset (UT) Roy, LLC
408.	OHI Asset (VA) Charlottesville, LLC
409.	OHI Asset (VA) Farmville, LLC
410.	OHI Asset (VA) Hillsville, LLC
411.	OHI Asset (VA) Martinsville SNF, LLC
412.	OHI Asset (VA) Rocky Mount, LLC
413.	OHI Asset (WA) Battle Ground, LLC
414.	OHI Asset (WA) Fort Vancouver, LLC
415.	OHI Asset (WV) Danville, LLC
416.	OHI Asset (WV) Ivydale, LLC
417.	OHI Asset CHG ALF, LLC
418.	OHI Asset CSB LLC
419.	OHI Asset CSE – E, LLC
420.	OHI Asset CSE – U, LLC
421.	OHI Asset CSE–E Subsidiary, LLC
422.	OHI Asset CSE–U Subsidiary, LLC
423.	OHI Asset HUD CFG, LLC
424.	OHI Asset HUD Delta, LLC
425.	OHI Asset HUD H-F, LLC
426.	OHI Asset HUD SF CA, LLC
427.	OHI Asset HUD SF, LLC
428.	OHI Asset HUD WO, LLC
429.	OHI Asset II (CA), LLC
430.	OHI Asset II (FL), LLC
431.	OHI Asset II (PA), LP
432.	OHI Asset III (PA), LP
433.	OHI Asset IV (PA) Silver Lake, LP
434.	OHI Asset Management, LLC
435.	OHI Asset RO PMM Services, LLC
436.	OHI Asset RO, LLC
437.	OHI Asset, LLC
438.	OHI Healthcare Properties Holdco, Inc.
439.	OHI Healthcare Properties Limited Partnership
440.	OHI Mezz Lender, LLC
441.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
442.	OHIMA, LLC (f/k/a OHIMA, Inc.)
443.	Ohio Aviv Three, L.L.C.
444.	Ohio Aviv Two, L.L.C.
445.	Ohio Aviv, L.L.C.
446.	Ohio Indiana Property, L.L.C.
447.	Ohio Pennsylvania Property, L.L.C.
448.	Oklahoma Two Property, L.L.C.
449.	Oklahoma Warr Wind, L.L.C.
450.	Omaha Associates, L.L.C.
451.	Omega TRS I, Inc.
452.	Orange ALF Property, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 10

453.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
454.	Orange, L.L.C.
455.	Oregon Associates, L.L.C.
456.	Oso Avenue Property, L.L.C.
457.	Ostrom Avenue Property, L.L.C.
458.	Palm Valley Senior Care, LLC
459.	Panama City Nursing Center LLC
460.	Pavillion North Partners, LLC
461.	Pavillion North, LLP
462.	Pavillion Nursing Center North, LLC
463.	Peabody Associates Two, L.L.C.
464.	Peabody Associates, L.L.C.
465.	Pennington Road Property, L.L.C.
466.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
467.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
468.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
469.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
470.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
471.	Pocatello Idaho Property, L.L.C.
472.	Pomona Vista L.L.C.
473.	Prescott Arkansas, L.L.C.
474.	PV Realty–Willow Tree, LLC
475.	Raton Property Limited Company
476.	Ravenna Ohio Property, L.L.C.
477.	Red Rocks, L.L.C.
478.	Richland Washington, L.L.C.
479.	Ridgecrest Senior Care, LLC
480.	Riverside Nursing Home Associates Two, L.L.C.
481.	Riverside Nursing Home Associates, L.L.C.
482.	Rockingham Drive Property, L.L.C.
483.	Rose Baldwin Park Property L.L.C.
484.	S.C. Portfolio Property, L.L.C.
485.	Salem Associates, L.L.C.
486.	San Juan NH Property, LLC
487.	Sandalwood Arkansas Property, L.L.C.
488.	Santa Ana-Bartlett, L.L.C.
489.	Santa Fe Missouri Associates, L.L.C.
490.	Savoy/Bonham Venture, L.L.C.
491.	Searcy Aviv, L.L.C.
492.	Sedgwick Properties, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 11

493.	Seguin Texas Property, L.L.C.
494.	Sierra Ponds Property, L.L.C.
495.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
496.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
497.	Skyler Maitland LLC
498.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
499.	Skyview Associates, L.L.C.
500.	Southeast Missouri Property, L.L.C.
501.	Southern California Nevada, L.L.C.
502.	St. Joseph Missouri Property, L.L.C.
503.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
504.	Star City Arkansas, L.L.C.
505.	Stephenville Texas Property, L.L.C.
506.	Sterling Acquisition, LLC
507.	Stevens Avenue Property, L.L.C.
508.	Sun-Mesa Properties, L.L.C.
509.	Suwanee, LLC
510.	Texas Fifteen Property, L.L.C.
511.	Texas Four Property, L.L.C.
512.	Texas Lessor – Stonegate GP, LLC
513.	Texas Lessor – Stonegate, Limited, LLC
514.	Texas Lessor – Stonegate, LP
515.	Texhoma Avenue Property, L.L.C.
516.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
517.	Tujunga, L.L.C.
518.	Tulare County Property, L.L.C.
519.	VRB Aviv, L.L.C.
520.	Washington Idaho Property, L.L.C.
521.	Washington Lessor – Silverdale, LLC
522.	Washington-Oregon Associates, L.L.C.
523.	Watauga Associates, L.L.C.
524.	Wellington Leasehold, L.L.C.
525.	West Pearl Street, L.L.C.
526.	West Yarmouth Property I, L.L.C.
527.	Westerville Ohio Office Property, L.L.C.
528.	Wheeler Healthcare Associates, L.L.C.
529.	Whitlock Street Property, L.L.C.
530.	Wilcare, LLC
531.	Willis Texas Aviv, L.L.C.
532.	Yuba Aviv, L.L.C.

[Schedule I – 15^thSupplemental Indenture – 2024 Notes]

Schedule I Page 12

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MD) Baltimore - Pall Mall, LLC	37-1799968	Delaware
2.	OHI Asset (MD) Baltimore - West Belvedere, LLC	38-3987828	Delaware
3.	OHI Asset (MD) Salisbury, LLC	38-3987971	Delaware
4.	OHI Asset (MI) Carson City, LLC	61-1786671	Delaware
5.	OHI Asset (OH) Huber Heights, LLC	36-4830903	Delaware
6.	OHI Asset (OH) New London, LLC	36-4831126	Delaware
7.	OHI Asset (OH) Steubenville, LLC	30-0922159	Delaware
8.	OHI Asset (OH) Toledo, LLC	35-2555519	Delaware
9.	OHI Asset (OH) West Carrollton, LLC	35-2555884	Delaware
10.	OHI Asset (TX) Schertz, LLC	30-0890365	Delaware
11.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	30-0924115	Delaware
12.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	38-3993910	Delaware
13.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	36-4831548	Delaware
14.	PV Realty-Clinton, LLC	26-4389743	Maryland
15.	PV Realty-Kensington, LLC	26-4389837	Maryland

[Schedule II – 15^thSupplemental Indenture – 2024 Notes]

EX-4

Exhibit 4.2

EIGHTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2024)

THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”) is dated as of March 29, 2016 among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of March 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of June 27, 2014, that Second Supplemental Indenture, dated as of November 25, 2014, that Third Supplemental Indenture, dated as of January 23, 2015, that Fourth Supplemental Indenture, effective as of March 2, 2015, that Fifth Supplemental Indenture, dated as of April 1, 2015, that Sixth Supplemental Indenture, dated as of August 4, 2015 and that Seventh Supplemental Indenture, dated as of November 9, 2015; the “Indenture”), providing for the issuance of the Issuer’s 4.950% Senior Notes due 2024 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, the Issuer has created or acquired the New Subsidiaries, which are required to become Subsidiary Guarantors pursuant to Section 4.14 of the Indenture;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[8th Supplemental Indenture – 2024 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member or manager of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Eighth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Eighth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Eighth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Eighth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[8th Supplemental Indenture – 2024 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	Omega Healthcare Investors, Inc. as General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 8th Supplemental Indenture – 2024 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 8th Supplemental Indenture – 2024 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 8th Supplemental Indenture – 2024 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (GA) Dunwoody, LLC
304.	OHI Asset (GA) Macon, LLC
305.	OHI Asset (GA) Moultrie, LLC
306.	OHI Asset (GA) Roswell, LLC
307.	OHI Asset (GA) Snellville, LLC
308.	OHI Asset (ID) Holly, LLC
309.	OHI Asset (ID) Midland, LLC
310.	OHI Asset (ID), LLC
311.	OHI Asset (IL), LLC
312.	OHI Asset (IN) American Village, LLC
313.	OHI Asset (IN) Anderson, LLC
314.	OHI Asset (IN) Beech Grove, LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

315.	OHI Asset (IN) Clarksville, LLC
316.	OHI Asset (IN) Clinton, LLC
317.	OHI Asset (IN) Connersville, LLC
318.	OHI Asset (IN) Crown Point, LLC
319.	OHI Asset (IN) Eagle Valley, LLC
320.	OHI Asset (IN) Elkhart, LLC
321.	OHI Asset (IN) Forest Creek, LLC
322.	OHI Asset (IN) Fort Wayne, LLC
323.	OHI Asset (IN) Franklin, LLC
324.	OHI Asset (IN) Greensburg, LLC
325.	OHI Asset (IN) Indianapolis, LLC
326.	OHI Asset (IN) Jasper, LLC
327.	OHI Asset (IN) Kokomo, LLC
328.	OHI Asset (IN) Lafayette, LLC
329.	OHI Asset (IN) Madison, LLC
330.	OHI Asset (IN) Monticello, LLC
331.	OHI Asset (IN) Noblesville, LLC
332.	OHI Asset (IN) Rosewalk, LLC
333.	OHI Asset (IN) Salem, LLC
334.	OHI Asset (IN) Seymour, LLC
335.	OHI Asset (IN) Spring Mill, LLC
336.	OHI Asset (IN) Terre Haute, LLC
337.	OHI Asset (IN) Wabash, LLC
338.	OHI Asset (IN) Westfield, LLC
339.	OHI Asset (IN) Zionsville, LLC
340.	OHI Asset (LA) Baton Rouge, LLC
341.	OHI Asset (LA), LLC
342.	OHI Asset (MD), LLC
343.	OHI Asset (MI) Heather Hills, LLC
344.	OHI Asset (MI), LLC
345.	OHI Asset (MO), LLC
346.	OHI Asset (MS) Byhalia, LLC
347.	OHI Asset (MS) Cleveland, LLC
348.	OHI Asset (MS) Clinton, LLC
349.	OHI Asset (MS) Columbia, LLC
350.	OHI Asset (MS) Corinth, LLC
351.	OHI Asset (MS) Greenwood, LLC
352.	OHI Asset (MS) Grenada, LLC
353.	OHI Asset (MS) Holly Springs, LLC
354.	OHI Asset (MS) Indianola, LLC
355.	OHI Asset (MS) Natchez, LLC
356.	OHI Asset (MS) Picayune, LLC
357.	OHI Asset (MS) Vicksburg, LLC
358.	OHI Asset (MS) Yazoo City, LLC
359.	OHI Asset (NC) Wadesboro, LLC
360.	OHI Asset (NY) 2nd Avenue, LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

361.	OHI Asset (NY) 93rd Street, LLC
362.	OHI Asset (OH) Lender, LLC
363.	OHI Asset (OH), LLC
364.	OHI Asset (OR) Portland, LLC
365.	OHI Asset (OR) Troutdale, LLC
366.	OHI Asset (PA) GP, LLC
367.	OHI Asset (PA) West Mifflin, LP
368.	OHI Asset (PA), LLC
369.	OHI Asset (PA), LP
370.	OHI Asset (SC) Aiken, LLC
371.	OHI Asset (SC) Anderson, LLC
372.	OHI Asset (SC) Easley Anne, LLC
373.	OHI Asset (SC) Easley Crestview, LLC
374.	OHI Asset (SC) Edgefield, LLC
375.	OHI Asset (SC) Greenville Griffith, LLC
376.	OHI Asset (SC) Greenville Laurens, LLC
377.	OHI Asset (SC) Greenville North, LLC
378.	OHI Asset (SC) Greenville, LLC
379.	OHI Asset (SC) Greer, LLC
380.	OHI Asset (SC) Marietta, LLC
381.	OHI Asset (SC) McCormick, LLC
382.	OHI Asset (SC) Orangeburg, LLC
383.	OHI Asset (SC) Pickens East Cedar, LLC
384.	OHI Asset (SC) Pickens Rosemond, LLC
385.	OHI Asset (SC) Piedmont, LLC
386.	OHI Asset (SC) Simpsonville SE Main, LLC
387.	OHI Asset (SC) Simpsonville West Broad, LLC
388.	OHI Asset (SC) Simpsonville West Curtis, LLC
389.	OHI Asset (TN) Bartlett, LLC
390.	OHI Asset (TN) Collierville, LLC
391.	OHI Asset (TN) Jefferson City, LLC
392.	OHI Asset (TN) Memphis, LLC
393.	OHI Asset (TN) Rogersville, LLC
394.	OHI Asset (TX) Anderson, LLC
395.	OHI Asset (TX) Bryan, LLC
396.	OHI Asset (TX) Burleson, LLC
397.	OHI Asset (TX) College Station, LLC
398.	OHI Asset (TX) Comfort, LLC
399.	OHI Asset (TX) Diboll, LLC
400.	OHI Asset (TX) Granbury, LLC
401.	OHI Asset (TX) Hondo, LLC
402.	OHI Asset (TX) Italy, LLC
403.	OHI Asset (TX) Winnsboro, LLC
404.	OHI Asset (TX), LLC
405.	OHI Asset (UT) Ogden, LLC
406.	OHI Asset (UT) Provo, LLC

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

407.	OHI Asset (UT) Roy, LLC
408.	OHI Asset (VA) Charlottesville, LLC
409.	OHI Asset (VA) Farmville, LLC
410.	OHI Asset (VA) Hillsville, LLC
411.	OHI Asset (VA) Martinsville SNF, LLC
412.	OHI Asset (VA) Rocky Mount, LLC
413.	OHI Asset (WA) Battle Ground, LLC
414.	OHI Asset (WA) Fort Vancouver, LLC
415.	OHI Asset (WV) Danville, LLC
416.	OHI Asset (WV) Ivydale, LLC
417.	OHI Asset CHG ALF, LLC
418.	OHI Asset CSB LLC
419.	OHI Asset CSE – E, LLC
420.	OHI Asset CSE – U, LLC
421.	OHI Asset CSE–E Subsidiary, LLC
422.	OHI Asset CSE–U Subsidiary, LLC
423.	OHI Asset HUD CFG, LLC
424.	OHI Asset HUD Delta, LLC
425.	OHI Asset HUD H-F, LLC
426.	OHI Asset HUD SF CA, LLC
427.	OHI Asset HUD SF, LLC
428.	OHI Asset HUD WO, LLC
429.	OHI Asset II (CA), LLC
430.	OHI Asset II (FL), LLC
431.	OHI Asset II (PA), LP
432.	OHI Asset III (PA), LP
433.	OHI Asset IV (PA) Silver Lake, LP
434.	OHI Asset Management, LLC
435.	OHI Asset RO PMM Services, LLC
436.	OHI Asset RO, LLC
437.	OHI Asset, LLC
438.	OHI Healthcare Properties Holdco, Inc.
439.	OHI Healthcare Properties Limited Partnership
440.	OHI Mezz Lender, LLC
441.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
442.	OHIMA, LLC (f/k/a OHIMA, Inc.)
443.	Ohio Aviv Three, L.L.C.
444.	Ohio Aviv Two, L.L.C.
445.	Ohio Aviv, L.L.C.
446.	Ohio Indiana Property, L.L.C.
447.	Ohio Pennsylvania Property, L.L.C.
448.	Oklahoma Two Property, L.L.C.
449.	Oklahoma Warr Wind, L.L.C.
450.	Omaha Associates, L.L.C.
451.	Omega TRS I, Inc.
452.	Orange ALF Property, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

453.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
454.	Orange, L.L.C.
455.	Oregon Associates, L.L.C.
456.	Oso Avenue Property, L.L.C.
457.	Ostrom Avenue Property, L.L.C.
458.	Palm Valley Senior Care, LLC
459.	Panama City Nursing Center LLC
460.	Pavillion North Partners, LLC
461.	Pavillion North, LLP
462.	Pavillion Nursing Center North, LLC
463.	Peabody Associates Two, L.L.C.
464.	Peabody Associates, L.L.C.
465.	Pennington Road Property, L.L.C.
466.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
467.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
468.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
469.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
470.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
471.	Pocatello Idaho Property, L.L.C.
472.	Pomona Vista L.L.C.
473.	Prescott Arkansas, L.L.C.
474.	PV Realty–Willow Tree, LLC
475.	Raton Property Limited Company
476.	Ravenna Ohio Property, L.L.C.
477.	Red Rocks, L.L.C.
478.	Richland Washington, L.L.C.
479.	Ridgecrest Senior Care, LLC
480.	Riverside Nursing Home Associates Two, L.L.C.
481.	Riverside Nursing Home Associates, L.L.C.
482.	Rockingham Drive Property, L.L.C.
483.	Rose Baldwin Park Property L.L.C.
484.	S.C. Portfolio Property, L.L.C.
485.	Salem Associates, L.L.C.
486.	San Juan NH Property, LLC
487.	Sandalwood Arkansas Property, L.L.C.
488.	Santa Ana-Bartlett, L.L.C.
489.	Santa Fe Missouri Associates, L.L.C.
490.	Savoy/Bonham Venture, L.L.C.
491.	Searcy Aviv, L.L.C.
492.	Sedgwick Properties, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

493.	Seguin Texas Property, L.L.C.
494.	Sierra Ponds Property, L.L.C.
495.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
496.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
497.	Skyler Maitland LLC
498.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
499.	Skyview Associates, L.L.C.
500.	Southeast Missouri Property, L.L.C.
501.	Southern California Nevada, L.L.C.
502.	St. Joseph Missouri Property, L.L.C.
503.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
504.	Star City Arkansas, L.L.C.
505.	Stephenville Texas Property, L.L.C.
506.	Sterling Acquisition, LLC
507.	Stevens Avenue Property, L.L.C.
508.	Sun-Mesa Properties, L.L.C.
509.	Suwanee, LLC
510.	Texas Fifteen Property, L.L.C.
511.	Texas Four Property, L.L.C.
512.	Texas Lessor – Stonegate GP, LLC
513.	Texas Lessor – Stonegate, Limited, LLC
514.	Texas Lessor – Stonegate, LP
515.	Texhoma Avenue Property, L.L.C.
516.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
517.	Tujunga, L.L.C.
518.	Tulare County Property, L.L.C.
519.	VRB Aviv, L.L.C.
520.	Washington Idaho Property, L.L.C.
521.	Washington Lessor – Silverdale, LLC
522.	Washington-Oregon Associates, L.L.C.
523.	Watauga Associates, L.L.C.
524.	Wellington Leasehold, L.L.C.
525.	West Pearl Street, L.L.C.
526.	West Yarmouth Property I, L.L.C.
527.	Westerville Ohio Office Property, L.L.C.
528.	Wheeler Healthcare Associates, L.L.C.
529.	Whitlock Street Property, L.L.C.
530.	Wilcare, LLC
531.	Willis Texas Aviv, L.L.C.
532.	Yuba Aviv, L.L.C.

[Schedule I – 8th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MD) Baltimore - Pall Mall, LLC	37-1799968	Delaware
2.	OHI Asset (MD) Baltimore - West Belvedere, LLC	38-3987828	Delaware
3.	OHI Asset (MD) Salisbury, LLC	38-3987971	Delaware
4.	OHI Asset (MI) Carson City, LLC	61-1786671	Delaware
5.	OHI Asset (OH) Huber Heights, LLC	36-4830903	Delaware
6.	OHI Asset (OH) New London, LLC	36-4831126	Delaware
7.	OHI Asset (OH) Steubenville, LLC	30-0922159	Delaware
8.	OHI Asset (OH) Toledo, LLC	35-2555519	Delaware
9.	OHI Asset (OH) West Carrollton, LLC	35-2555884	Delaware
10.	OHI Asset (TX) Schertz, LLC	30-0890365	Delaware
11.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	30-0924115	Delaware
12.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	38-3993910	Delaware
13.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	36-4831548	Delaware
14.	PV Realty-Clinton, LLC	26-4389743	Maryland
15.	PV Realty-Kensington, LLC	26-4389837	Maryland

[Schedule II – 8th Supplemental Indenture – 2027 Notes]

EX-4.3

Exhibit 4.3

SEVENTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2025)

THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”) is dated as of March 29, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the SUBSIDIARY GUARANTORS listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture, dated as of September 11, 2014 (as supplemented by that First Supplemental Indenture, dated as of November 25, 2014, that Second Supplemental Indenture, dated as of January 23, 2015, that Third Supplemental Indenture, effective as of March 2, 2015, that Fourth Supplemental Indenture, dated as of April 1, 2015, that Fifth Supplemental Indenture dated as of August 4, 2015, and that Sixth Supplemental Indenture, dated as of November 9, 2015; the “Indenture”), providing for the issuance of the Issuer’s 4.50% Senior Notes due 2025 (the “Notes”);

WHEREAS, Section 9.01 of the Indenture authorizes the Issuer, the Subsidiary Guarantors and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes, for the purpose of making any change that would not materially adversely affect the rights of any Holder of the Notes;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Subsidiary Guarantors, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[7th Supplemental Indenture – 2025 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the effective date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Seventh Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Seventh Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Seventh Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Seventh Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer, the Subsidiary Guarantors and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[7th Supplemental Indenture – 2025 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
SUBSIDIARY GUARANTORS:
OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
By:	Omega Healthcare Investors, Inc. as General Partner
	By:	/s/ Daniel J. Booth
		Daniel J. Booth
		Chief Operating Officer and Secretary
ON BEHALF OF EACH OF THE OTHER SUBSIDIARY GUARANTORS LISTED ON SCHEDULE I
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 7th Supplemental Indenture – 2025 Notes]

NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 7th Supplemental Indenture – 2025 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 7th Supplemental Indenture – 2025 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (GA) Dunwoody, LLC
304.	OHI Asset (GA) Macon, LLC
305.	OHI Asset (GA) Moultrie, LLC
306.	OHI Asset (GA) Roswell, LLC
307.	OHI Asset (GA) Snellville, LLC
308.	OHI Asset (ID) Holly, LLC
309.	OHI Asset (ID) Midland, LLC
310.	OHI Asset (ID), LLC
311.	OHI Asset (IL), LLC
312.	OHI Asset (IN) American Village, LLC
313.	OHI Asset (IN) Anderson, LLC
314.	OHI Asset (IN) Beech Grove, LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

315.	OHI Asset (IN) Clarksville, LLC
316.	OHI Asset (IN) Clinton, LLC
317.	OHI Asset (IN) Connersville, LLC
318.	OHI Asset (IN) Crown Point, LLC
319.	OHI Asset (IN) Eagle Valley, LLC
320.	OHI Asset (IN) Elkhart, LLC
321.	OHI Asset (IN) Forest Creek, LLC
322.	OHI Asset (IN) Fort Wayne, LLC
323.	OHI Asset (IN) Franklin, LLC
324.	OHI Asset (IN) Greensburg, LLC
325.	OHI Asset (IN) Indianapolis, LLC
326.	OHI Asset (IN) Jasper, LLC
327.	OHI Asset (IN) Kokomo, LLC
328.	OHI Asset (IN) Lafayette, LLC
329.	OHI Asset (IN) Madison, LLC
330.	OHI Asset (IN) Monticello, LLC
331.	OHI Asset (IN) Noblesville, LLC
332.	OHI Asset (IN) Rosewalk, LLC
333.	OHI Asset (IN) Salem, LLC
334.	OHI Asset (IN) Seymour, LLC
335.	OHI Asset (IN) Spring Mill, LLC
336.	OHI Asset (IN) Terre Haute, LLC
337.	OHI Asset (IN) Wabash, LLC
338.	OHI Asset (IN) Westfield, LLC
339.	OHI Asset (IN) Zionsville, LLC
340.	OHI Asset (LA) Baton Rouge, LLC
341.	OHI Asset (LA), LLC
342.	OHI Asset (MD), LLC
343.	OHI Asset (MI) Heather Hills, LLC
344.	OHI Asset (MI), LLC
345.	OHI Asset (MO), LLC
346.	OHI Asset (MS) Byhalia, LLC
347.	OHI Asset (MS) Cleveland, LLC
348.	OHI Asset (MS) Clinton, LLC
349.	OHI Asset (MS) Columbia, LLC
350.	OHI Asset (MS) Corinth, LLC
351.	OHI Asset (MS) Greenwood, LLC
352.	OHI Asset (MS) Grenada, LLC
353.	OHI Asset (MS) Holly Springs, LLC
354.	OHI Asset (MS) Indianola, LLC
355.	OHI Asset (MS) Natchez, LLC
356.	OHI Asset (MS) Picayune, LLC
357.	OHI Asset (MS) Vicksburg, LLC
358.	OHI Asset (MS) Yazoo City, LLC
359.	OHI Asset (NC) Wadesboro, LLC
360.	OHI Asset (NY) 2nd Avenue, LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

361.	OHI Asset (NY) 93rd Street, LLC
362.	OHI Asset (OH) Lender, LLC
363.	OHI Asset (OH), LLC
364.	OHI Asset (OR) Portland, LLC
365.	OHI Asset (OR) Troutdale, LLC
366.	OHI Asset (PA) GP, LLC
367.	OHI Asset (PA) West Mifflin, LP
368.	OHI Asset (PA), LLC
369.	OHI Asset (PA), LP
370.	OHI Asset (SC) Aiken, LLC
371.	OHI Asset (SC) Anderson, LLC
372.	OHI Asset (SC) Easley Anne, LLC
373.	OHI Asset (SC) Easley Crestview, LLC
374.	OHI Asset (SC) Edgefield, LLC
375.	OHI Asset (SC) Greenville Griffith, LLC
376.	OHI Asset (SC) Greenville Laurens, LLC
377.	OHI Asset (SC) Greenville North, LLC
378.	OHI Asset (SC) Greenville, LLC
379.	OHI Asset (SC) Greer, LLC
380.	OHI Asset (SC) Marietta, LLC
381.	OHI Asset (SC) McCormick, LLC
382.	OHI Asset (SC) Orangeburg, LLC
383.	OHI Asset (SC) Pickens East Cedar, LLC
384.	OHI Asset (SC) Pickens Rosemond, LLC
385.	OHI Asset (SC) Piedmont, LLC
386.	OHI Asset (SC) Simpsonville SE Main, LLC
387.	OHI Asset (SC) Simpsonville West Broad, LLC
388.	OHI Asset (SC) Simpsonville West Curtis, LLC
389.	OHI Asset (TN) Bartlett, LLC
390.	OHI Asset (TN) Collierville, LLC
391.	OHI Asset (TN) Jefferson City, LLC
392.	OHI Asset (TN) Memphis, LLC
393.	OHI Asset (TN) Rogersville, LLC
394.	OHI Asset (TX) Anderson, LLC
395.	OHI Asset (TX) Bryan, LLC
396.	OHI Asset (TX) Burleson, LLC
397.	OHI Asset (TX) College Station, LLC
398.	OHI Asset (TX) Comfort, LLC
399.	OHI Asset (TX) Diboll, LLC
400.	OHI Asset (TX) Granbury, LLC
401.	OHI Asset (TX) Hondo, LLC
402.	OHI Asset (TX) Italy, LLC
403.	OHI Asset (TX) Winnsboro, LLC
404.	OHI Asset (TX), LLC
405.	OHI Asset (UT) Ogden, LLC
406.	OHI Asset (UT) Provo, LLC

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

407.	OHI Asset (UT) Roy, LLC
408.	OHI Asset (VA) Charlottesville, LLC
409.	OHI Asset (VA) Farmville, LLC
410.	OHI Asset (VA) Hillsville, LLC
411.	OHI Asset (VA) Martinsville SNF, LLC
412.	OHI Asset (VA) Rocky Mount, LLC
413.	OHI Asset (WA) Battle Ground, LLC
414.	OHI Asset (WA) Fort Vancouver, LLC
415.	OHI Asset (WV) Danville, LLC
416.	OHI Asset (WV) Ivydale, LLC
417.	OHI Asset CHG ALF, LLC
418.	OHI Asset CSB LLC
419.	OHI Asset CSE – E, LLC
420.	OHI Asset CSE – U, LLC
421.	OHI Asset CSE–E Subsidiary, LLC
422.	OHI Asset CSE–U Subsidiary, LLC
423.	OHI Asset HUD CFG, LLC
424.	OHI Asset HUD Delta, LLC
425.	OHI Asset HUD H-F, LLC
426.	OHI Asset HUD SF CA, LLC
427.	OHI Asset HUD SF, LLC
428.	OHI Asset HUD WO, LLC
429.	OHI Asset II (CA), LLC
430.	OHI Asset II (FL), LLC
431.	OHI Asset II (PA), LP
432.	OHI Asset III (PA), LP
433.	OHI Asset IV (PA) Silver Lake, LP
434.	OHI Asset Management, LLC
435.	OHI Asset RO PMM Services, LLC
436.	OHI Asset RO, LLC
437.	OHI Asset, LLC
438.	OHI Healthcare Properties Holdco, Inc.
439.	OHI Healthcare Properties Limited Partnership
440.	OHI Mezz Lender, LLC
441.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
442.	OHIMA, LLC (f/k/a OHIMA, Inc.)
443.	Ohio Aviv Three, L.L.C.
444.	Ohio Aviv Two, L.L.C.
445.	Ohio Aviv, L.L.C.
446.	Ohio Indiana Property, L.L.C.
447.	Ohio Pennsylvania Property, L.L.C.
448.	Oklahoma Two Property, L.L.C.
449.	Oklahoma Warr Wind, L.L.C.
450.	Omaha Associates, L.L.C.
451.	Omega TRS I, Inc.
452.	Orange ALF Property, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

453.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
454.	Orange, L.L.C.
455.	Oregon Associates, L.L.C.
456.	Oso Avenue Property, L.L.C.
457.	Ostrom Avenue Property, L.L.C.
458.	Palm Valley Senior Care, LLC
459.	Panama City Nursing Center LLC
460.	Pavillion North Partners, LLC
461.	Pavillion North, LLP
462.	Pavillion Nursing Center North, LLC
463.	Peabody Associates Two, L.L.C.
464.	Peabody Associates, L.L.C.
465.	Pennington Road Property, L.L.C.
466.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
467.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
468.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
469.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
470.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
471.	Pocatello Idaho Property, L.L.C.
472.	Pomona Vista L.L.C.
473.	Prescott Arkansas, L.L.C.
474.	PV Realty–Willow Tree, LLC
475.	Raton Property Limited Company
476.	Ravenna Ohio Property, L.L.C.
477.	Red Rocks, L.L.C.
478.	Richland Washington, L.L.C.
479.	Ridgecrest Senior Care, LLC
480.	Riverside Nursing Home Associates Two, L.L.C.
481.	Riverside Nursing Home Associates, L.L.C.
482.	Rockingham Drive Property, L.L.C.
483.	Rose Baldwin Park Property L.L.C.
484.	S.C. Portfolio Property, L.L.C.
485.	Salem Associates, L.L.C.
486.	San Juan NH Property, LLC
487.	Sandalwood Arkansas Property, L.L.C.
488.	Santa Ana-Bartlett, L.L.C.
489.	Santa Fe Missouri Associates, L.L.C.
490.	Savoy/Bonham Venture, L.L.C.
491.	Searcy Aviv, L.L.C.
492.	Sedgwick Properties, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

493.	Seguin Texas Property, L.L.C.
494.	Sierra Ponds Property, L.L.C.
495.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
496.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
497.	Skyler Maitland LLC
498.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
499.	Skyview Associates, L.L.C.
500.	Southeast Missouri Property, L.L.C.
501.	Southern California Nevada, L.L.C.
502.	St. Joseph Missouri Property, L.L.C.
503.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
504.	Star City Arkansas, L.L.C.
505.	Stephenville Texas Property, L.L.C.
506.	Sterling Acquisition, LLC
507.	Stevens Avenue Property, L.L.C.
508.	Sun-Mesa Properties, L.L.C.
509.	Suwanee, LLC
510.	Texas Fifteen Property, L.L.C.
511.	Texas Four Property, L.L.C.
512.	Texas Lessor – Stonegate GP, LLC
513.	Texas Lessor – Stonegate, Limited, LLC
514.	Texas Lessor – Stonegate, LP
515.	Texhoma Avenue Property, L.L.C.
516.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
517.	Tujunga, L.L.C.
518.	Tulare County Property, L.L.C.
519.	VRB Aviv, L.L.C.
520.	Washington Idaho Property, L.L.C.
521.	Washington Lessor – Silverdale, LLC
522.	Washington-Oregon Associates, L.L.C.
523.	Watauga Associates, L.L.C.
524.	Wellington Leasehold, L.L.C.
525.	West Pearl Street, L.L.C.
526.	West Yarmouth Property I, L.L.C.
527.	Westerville Ohio Office Property, L.L.C.
528.	Wheeler Healthcare Associates, L.L.C.
529.	Whitlock Street Property, L.L.C.
530.	Wilcare, LLC
531.	Willis Texas Aviv, L.L.C.
532.	Yuba Aviv, L.L.C.

[Schedule I – 7th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MD) Baltimore - Pall Mall, LLC	37-1799968	Delaware
2.	OHI Asset (MD) Baltimore - West Belvedere, LLC	38-3987828	Delaware
3.	OHI Asset (MD) Salisbury, LLC	38-3987971	Delaware
4.	OHI Asset (MI) Carson City, LLC	61-1786671	Delaware
5.	OHI Asset (OH) Huber Heights, LLC	36-4830903	Delaware
6.	OHI Asset (OH) New London, LLC	36-4831126	Delaware
7.	OHI Asset (OH) Steubenville, LLC	30-0922159	Delaware
8.	OHI Asset (OH) Toledo, LLC	35-2555519	Delaware
9.	OHI Asset (OH) West Carrollton, LLC	35-2555884	Delaware
10.	OHI Asset (TX) Schertz, LLC	30-0890365	Delaware
11.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	30-0924115	Delaware
12.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	38-3993910	Delaware
13.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	36-4831548	Delaware
14.	PV Realty-Clinton, LLC	26-4389743	Maryland
15.	PV Realty-Kensington, LLC	26-4389837	Maryland

[Schedule II – 7th Supplemental Indenture – 2027 Notes]

EX-4.4

Exhibit 4.4

FOURTH SUPPLEMENTAL INDENTURE

(Senior Notes due 2027)

THIS FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) is dated as of March 29, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities listed on Schedule II hereto (the “New Subsidiaries”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of March 18, 2015 (as supplemented by that First Supplemental Indenture, dated as of April 1, 2015, that Second Supplemental Indenture, dated as of August 4, 2015, and that Third Supplemental Indenture, dated as of November 9, 2015; the “Indenture”) providing for the issuance of the Issuer’s 4.500% Senior Notes due 2027 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[4th Supplemental Indenture – 2027 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Fourth Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Fourth Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[4th Supplemental Indenture – 2027 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 4th Supplemental Indenture – 2027 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 4th Supplemental Indenture – 2027 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (GA) Dunwoody, LLC
304.	OHI Asset (GA) Macon, LLC
305.	OHI Asset (GA) Moultrie, LLC
306.	OHI Asset (GA) Roswell, LLC
307.	OHI Asset (GA) Snellville, LLC
308.	OHI Asset (ID) Holly, LLC
309.	OHI Asset (ID) Midland, LLC
310.	OHI Asset (ID), LLC
311.	OHI Asset (IL), LLC
312.	OHI Asset (IN) American Village, LLC
313.	OHI Asset (IN) Anderson, LLC
314.	OHI Asset (IN) Beech Grove, LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

315.	OHI Asset (IN) Clarksville, LLC
316.	OHI Asset (IN) Clinton, LLC
317.	OHI Asset (IN) Connersville, LLC
318.	OHI Asset (IN) Crown Point, LLC
319.	OHI Asset (IN) Eagle Valley, LLC
320.	OHI Asset (IN) Elkhart, LLC
321.	OHI Asset (IN) Forest Creek, LLC
322.	OHI Asset (IN) Fort Wayne, LLC
323.	OHI Asset (IN) Franklin, LLC
324.	OHI Asset (IN) Greensburg, LLC
325.	OHI Asset (IN) Indianapolis, LLC
326.	OHI Asset (IN) Jasper, LLC
327.	OHI Asset (IN) Kokomo, LLC
328.	OHI Asset (IN) Lafayette, LLC
329.	OHI Asset (IN) Madison, LLC
330.	OHI Asset (IN) Monticello, LLC
331.	OHI Asset (IN) Noblesville, LLC
332.	OHI Asset (IN) Rosewalk, LLC
333.	OHI Asset (IN) Salem, LLC
334.	OHI Asset (IN) Seymour, LLC
335.	OHI Asset (IN) Spring Mill, LLC
336.	OHI Asset (IN) Terre Haute, LLC
337.	OHI Asset (IN) Wabash, LLC
338.	OHI Asset (IN) Westfield, LLC
339.	OHI Asset (IN) Zionsville, LLC
340.	OHI Asset (LA) Baton Rouge, LLC
341.	OHI Asset (LA), LLC
342.	OHI Asset (MD), LLC
343.	OHI Asset (MI) Heather Hills, LLC
344.	OHI Asset (MI), LLC
345.	OHI Asset (MO), LLC
346.	OHI Asset (MS) Byhalia, LLC
347.	OHI Asset (MS) Cleveland, LLC
348.	OHI Asset (MS) Clinton, LLC
349.	OHI Asset (MS) Columbia, LLC
350.	OHI Asset (MS) Corinth, LLC
351.	OHI Asset (MS) Greenwood, LLC
352.	OHI Asset (MS) Grenada, LLC
353.	OHI Asset (MS) Holly Springs, LLC
354.	OHI Asset (MS) Indianola, LLC
355.	OHI Asset (MS) Natchez, LLC
356.	OHI Asset (MS) Picayune, LLC
357.	OHI Asset (MS) Vicksburg, LLC
358.	OHI Asset (MS) Yazoo City, LLC
359.	OHI Asset (NC) Wadesboro, LLC
360.	OHI Asset (NY) 2nd Avenue, LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

361.	OHI Asset (NY) 93rd Street, LLC
362.	OHI Asset (OH) Lender, LLC
363.	OHI Asset (OH), LLC
364.	OHI Asset (OR) Portland, LLC
365.	OHI Asset (OR) Troutdale, LLC
366.	OHI Asset (PA) GP, LLC
367.	OHI Asset (PA) West Mifflin, LP
368.	OHI Asset (PA), LLC
369.	OHI Asset (PA), LP
370.	OHI Asset (SC) Aiken, LLC
371.	OHI Asset (SC) Anderson, LLC
372.	OHI Asset (SC) Easley Anne, LLC
373.	OHI Asset (SC) Easley Crestview, LLC
374.	OHI Asset (SC) Edgefield, LLC
375.	OHI Asset (SC) Greenville Griffith, LLC
376.	OHI Asset (SC) Greenville Laurens, LLC
377.	OHI Asset (SC) Greenville North, LLC
378.	OHI Asset (SC) Greenville, LLC
379.	OHI Asset (SC) Greer, LLC
380.	OHI Asset (SC) Marietta, LLC
381.	OHI Asset (SC) McCormick, LLC
382.	OHI Asset (SC) Orangeburg, LLC
383.	OHI Asset (SC) Pickens East Cedar, LLC
384.	OHI Asset (SC) Pickens Rosemond, LLC
385.	OHI Asset (SC) Piedmont, LLC
386.	OHI Asset (SC) Simpsonville SE Main, LLC
387.	OHI Asset (SC) Simpsonville West Broad, LLC
388.	OHI Asset (SC) Simpsonville West Curtis, LLC
389.	OHI Asset (TN) Bartlett, LLC
390.	OHI Asset (TN) Collierville, LLC
391.	OHI Asset (TN) Jefferson City, LLC
392.	OHI Asset (TN) Memphis, LLC
393.	OHI Asset (TN) Rogersville, LLC
394.	OHI Asset (TX) Anderson, LLC
395.	OHI Asset (TX) Bryan, LLC
396.	OHI Asset (TX) Burleson, LLC
397.	OHI Asset (TX) College Station, LLC
398.	OHI Asset (TX) Comfort, LLC
399.	OHI Asset (TX) Diboll, LLC
400.	OHI Asset (TX) Granbury, LLC
401.	OHI Asset (TX) Hondo, LLC
402.	OHI Asset (TX) Italy, LLC
403.	OHI Asset (TX) Winnsboro, LLC
404.	OHI Asset (TX), LLC
405.	OHI Asset (UT) Ogden, LLC
406.	OHI Asset (UT) Provo, LLC

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

407.	OHI Asset (UT) Roy, LLC
408.	OHI Asset (VA) Charlottesville, LLC
409.	OHI Asset (VA) Farmville, LLC
410.	OHI Asset (VA) Hillsville, LLC
411.	OHI Asset (VA) Martinsville SNF, LLC
412.	OHI Asset (VA) Rocky Mount, LLC
413.	OHI Asset (WA) Battle Ground, LLC
414.	OHI Asset (WA) Fort Vancouver, LLC
415.	OHI Asset (WV) Danville, LLC
416.	OHI Asset (WV) Ivydale, LLC
417.	OHI Asset CHG ALF, LLC
418.	OHI Asset CSB LLC
419.	OHI Asset CSE – E, LLC
420.	OHI Asset CSE – U, LLC
421.	OHI Asset CSE–E Subsidiary, LLC
422.	OHI Asset CSE–U Subsidiary, LLC
423.	OHI Asset HUD CFG, LLC
424.	OHI Asset HUD Delta, LLC
425.	OHI Asset HUD H-F, LLC
426.	OHI Asset HUD SF CA, LLC
427.	OHI Asset HUD SF, LLC
428.	OHI Asset HUD WO, LLC
429.	OHI Asset II (CA), LLC
430.	OHI Asset II (FL), LLC
431.	OHI Asset II (PA), LP
432.	OHI Asset III (PA), LP
433.	OHI Asset IV (PA) Silver Lake, LP
434.	OHI Asset Management, LLC
435.	OHI Asset RO PMM Services, LLC
436.	OHI Asset RO, LLC
437.	OHI Asset, LLC
438.	OHI Healthcare Properties Holdco, Inc.
439.	OHI Healthcare Properties Limited Partnership
440.	OHI Mezz Lender, LLC
441.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
442.	OHIMA, LLC (f/k/a OHIMA, Inc.)
443.	Ohio Aviv Three, L.L.C.
444.	Ohio Aviv Two, L.L.C.
445.	Ohio Aviv, L.L.C.
446.	Ohio Indiana Property, L.L.C.
447.	Ohio Pennsylvania Property, L.L.C.
448.	Oklahoma Two Property, L.L.C.
449.	Oklahoma Warr Wind, L.L.C.
450.	Omaha Associates, L.L.C.
451.	Omega TRS I, Inc.
452.	Orange ALF Property, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

453.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
454.	Orange, L.L.C.
455.	Oregon Associates, L.L.C.
456.	Oso Avenue Property, L.L.C.
457.	Ostrom Avenue Property, L.L.C.
458.	Palm Valley Senior Care, LLC
459.	Panama City Nursing Center LLC
460.	Pavillion North Partners, LLC
461.	Pavillion North, LLP
462.	Pavillion Nursing Center North, LLC
463.	Peabody Associates Two, L.L.C.
464.	Peabody Associates, L.L.C.
465.	Pennington Road Property, L.L.C.
466.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
467.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
468.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
469.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
470.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
471.	Pocatello Idaho Property, L.L.C.
472.	Pomona Vista L.L.C.
473.	Prescott Arkansas, L.L.C.
474.	PV Realty–Willow Tree, LLC
475.	Raton Property Limited Company
476.	Ravenna Ohio Property, L.L.C.
477.	Red Rocks, L.L.C.
478.	Richland Washington, L.L.C.
479.	Ridgecrest Senior Care, LLC
480.	Riverside Nursing Home Associates Two, L.L.C.
481.	Riverside Nursing Home Associates, L.L.C.
482.	Rockingham Drive Property, L.L.C.
483.	Rose Baldwin Park Property L.L.C.
484.	S.C. Portfolio Property, L.L.C.
485.	Salem Associates, L.L.C.
486.	San Juan NH Property, LLC
487.	Sandalwood Arkansas Property, L.L.C.
488.	Santa Ana-Bartlett, L.L.C.
489.	Santa Fe Missouri Associates, L.L.C.
490.	Savoy/Bonham Venture, L.L.C.
491.	Searcy Aviv, L.L.C.
492.	Sedgwick Properties, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

493.	Seguin Texas Property, L.L.C.
494.	Sierra Ponds Property, L.L.C.
495.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
496.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
497.	Skyler Maitland LLC
498.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
499.	Skyview Associates, L.L.C.
500.	Southeast Missouri Property, L.L.C.
501.	Southern California Nevada, L.L.C.
502.	St. Joseph Missouri Property, L.L.C.
503.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
504.	Star City Arkansas, L.L.C.
505.	Stephenville Texas Property, L.L.C.
506.	Sterling Acquisition, LLC
507.	Stevens Avenue Property, L.L.C.
508.	Sun-Mesa Properties, L.L.C.
509.	Suwanee, LLC
510.	Texas Fifteen Property, L.L.C.
511.	Texas Four Property, L.L.C.
512.	Texas Lessor – Stonegate GP, LLC
513.	Texas Lessor – Stonegate, Limited, LLC
514.	Texas Lessor – Stonegate, LP
515.	Texhoma Avenue Property, L.L.C.
516.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
517.	Tujunga, L.L.C.
518.	Tulare County Property, L.L.C.
519.	VRB Aviv, L.L.C.
520.	Washington Idaho Property, L.L.C.
521.	Washington Lessor – Silverdale, LLC
522.	Washington-Oregon Associates, L.L.C.
523.	Watauga Associates, L.L.C.
524.	Wellington Leasehold, L.L.C.
525.	West Pearl Street, L.L.C.
526.	West Yarmouth Property I, L.L.C.
527.	Westerville Ohio Office Property, L.L.C.
528.	Wheeler Healthcare Associates, L.L.C.
529.	Whitlock Street Property, L.L.C.
530.	Wilcare, LLC
531.	Willis Texas Aviv, L.L.C.
532.	Yuba Aviv, L.L.C.

[Schedule I – 4th Supplemental Indenture – 2027 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MD) Baltimore - Pall Mall, LLC	37-1799968	Delaware
2.	OHI Asset (MD) Baltimore - West Belvedere, LLC	38-3987828	Delaware
3.	OHI Asset (MD) Salisbury, LLC	38-3987971	Delaware
4.	OHI Asset (MI) Carson City, LLC	61-1786671	Delaware
5.	OHI Asset (OH) Huber Heights, LLC	36-4830903	Delaware
6.	OHI Asset (OH) New London, LLC	36-4831126	Delaware
7.	OHI Asset (OH) Steubenville, LLC	30-0922159	Delaware
8.	OHI Asset (OH) Toledo, LLC	35-2555519	Delaware
9.	OHI Asset (OH) West Carrollton, LLC	35-2555884	Delaware
10.	OHI Asset (TX) Schertz, LLC	30-0890365	Delaware
11.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	30-0924115	Delaware
12.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	38-3993910	Delaware
13.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	36-4831548	Delaware
14.	PV Realty-Clinton, LLC	26-4389743	Maryland
15.	PV Realty-Kensington, LLC	26-4389837	Maryland

[Schedule II – 4^thSupplemental Indenture – 2027 Notes]

EX-4.5

Exhibit 4.5

SECOND SUPPLEMENTAL INDENTURE

(Senior Notes due 2026)

THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is dated as of March 29, 2016, among OMEGA HEALTHCARE INVESTORS, INC., a Maryland corporation (the “Issuer”), each of the entities listed on Schedule II hereto (collectively, the “New Subsidiaries”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Issuer and each of its direct and indirect subsidiaries listed on Schedule I hereto (collectively, the “Subsidiary Guarantors”) have heretofore executed and delivered to the Trustee an Indenture, dated as of September 23, 2015 (as supplemented by that First Supplemental Indenture, dated as of November 9, 2015; the “Indenture”) providing for the issuance of the Issuer’s 5.250 % Senior Notes due 2026 (the “Notes”);

WHEREAS, Section 9.01(a)(4) of the Indenture authorizes the Issuer and the Trustee, together, to amend or supplement the Indenture, without notice to or consent of any Holder of the Notes and without the execution of such amendment or supplement by existing Subsidiary Guarantors, for the purpose of adding any additional Subsidiary Guarantee by any additional Guarantor;

WHEREAS, pursuant to Section 4.09 of the Indenture, the New Subsidiaries are required to become Subsidiary Guarantors;

WHEREAS, in Section 1.01 of the Indenture, the term “Subsidiary Guarantors” is defined to include all Persons that become a Subsidiary Guarantor by the terms of the Indenture after the Closing Date; and

WHEREAS, Section 10.01 of the Indenture provides that each Subsidiary Guarantor shall be a guarantor of the Issuer’s obligations under the Notes, subject to the terms and conditions described in the Indenture.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the New Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

[2nd Supplemental Indenture – 2026 Notes]

2. AMENDMENT TO GUARANTEE. The New Subsidiaries hereby agree, jointly and severally with all other Subsidiary Guarantors, to guarantee the Issuer’s obligations under the Notes on the terms and subject to the conditions set forth in the Indenture, and to be bound by, and to receive the benefit of, all other applicable provisions of the Indenture as Subsidiary Guarantors. Such guarantee shall be evidenced by the New Subsidiaries’ execution of Subsidiary Guarantees, the form of which is attached as Exhibit E to the Indenture, and shall be effective as of the date hereof.

3. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder, member, manager or controlling person of the New Subsidiaries, as such, shall have any liability for any obligations of the Issuer or any Subsidiary Guarantor under the Notes, any Guarantees, the Indenture or this Second Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes, by accepting and holding a Note, waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Notes.

4. NEW YORK LAW TO GOVERN. The laws of the State of New York shall govern and be used to construe this Second Supplemental Indenture.

5. COUNTERPARTS. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement.

6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the New Subsidiaries.

[Remainder of Page Intentionally Left Blank]

[2nd Supplemental Indenture – 2026 Notes]

2

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the date first above written.

ISSUER:
OMEGA HEALTHCARE INVESTORS, INC.,
a Maryland corporation
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary
NEW SUBSIDIARIES:
ON BEHALF OF EACH OF THE NEW SUBSIDIARIES LISTED ON SCHEDULE II
By:	/s/ Daniel J. Booth
	Daniel J. Booth
	Chief Operating Officer and Secretary

[Signatures continued on the following page]

[Signature Page – 2nd Supplemental Indenture – 2026 Notes]

U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:	/s/ David Ferrell
	Name:	David Ferrell
	Title:	Vice President

[Signature Page – 2nd Supplemental Indenture – 2026 Notes]

Schedule I

SUBSIDIARY GUARANTORS

1.	11900 East Artesia Boulevard, LLC
2.	1200 Ely Street Holdings Co. LLC
3.	13922 Cerise Avenue, LLC
4.	1628 B Street, LLC
5.	2400 Parkside Drive, LLC
6.	2425 Teller Avenue, LLC
7.	245 East Wilshire Avenue, LLC
8.	3232 Artesia Real Estate, LLC
9.	3806 Clayton Road, LLC
10.	42235 County Road Holdings Co. LLC
11.	446 Sycamore Road, L.L.C.
12.	48 High Point Road, LLC
13.	523 Hayes Lane, LLC
14.	637 East Romie Lane, LLC
15.	Alamogordo Aviv, L.L.C.
16.	Albany Street Property, L.L.C.
17.	Arizona Lessor - Infinia, LLC
18.	Arkansas Aviv, L.L.C.
19.	Arma Yates, L.L.C.
20.	Avery Street Property, L.L.C
21.	Aviv Asset Management, L.L.C.
22.	Aviv Financing I, L.L.C.
23.	Aviv Financing II, L.L.C.
24.	Aviv Financing III, L.L.C.
25.	Aviv Financing IV, L.L.C.
26.	Aviv Financing V, L.L.C.
27.	Aviv Foothills, L.L.C.
28.	Aviv Healthcare Capital Corporation
29.	Aviv Healthcare Properties Operating Partnership I, L.P.
30.	Aviv Liberty, L.L.C.
31.	Avon Ohio, L.L.C.
32.	Bala Cynwyd Real Estate, LP
33.	Bayside Colorado Healthcare Associates, LLC
34.	Bayside Street II, LLC
35.	Bayside Street, LLC (f/k/a Bayside Street, Inc.)
36.	Belleville Illinois, L.L.C.
37.	Bellingham II Associates, L.L.C.
38.	Bethel ALF Property, L.L.C.
39.	BHG Aviv, L.L.C.
40.	Biglerville Road, L.L.C.
41.	Bonham Texas, L.L.C.
42.	Bradenton ALF Property, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

43.	Burton NH Property, L.L.C.
44.	California Aviv Two, L.L.C.
45.	California Aviv, L.L.C.
46.	Camas Associates, L.L.C.
47.	Canton Health Care Land, LLC (f/k/a Canton Health Care Land, Inc.)
48.	Carnegie Gardens LLC
49.	Casa/Sierra California Associates, L.L.C.
50.	CFG 2115 Woodstock Place LLC
51.	Champaign Williamson Franklin, L.L.C.
52.	Chardon Ohio Property Holdings, L.L.C.
53.	Chardon Ohio Property, L.L.C.
54.	Chatham Aviv, L.L.C.
55.	Chippewa Valley, L.L.C.
56.	CHR Bartow LLC
57.	CHR Boca Raton  LLC
58.	CHR Bradenton LLC
59.	CHR Cape Coral LLC
60.	CHR Fort Myers LLC
61.	CHR Fort Walton Beach LLC
62.	CHR Lake Wales LLC
63.	CHR Lakeland LLC
64.	CHR Pompano Beach Broward LLC
65.	CHR Pompano Beach LLC
66.	CHR Sanford LLC
67.	CHR Spring Hill LLC
68.	CHR St. Pete Bay LLC
69.	CHR St. Pete Egret LLC
70.	CHR Tampa Carrollwood LLC
71.	CHR Tampa LLC
72.	CHR Tarpon Springs LLC
73.	CHR Titusville LLC
74.	Clarkston Care, L.L.C.
75.	Clayton Associates, L.L.C.
76.	Colonial Gardens, LLC
77.	Colonial Madison Associates, L.L.C.
78.	Colorado Lessor - Conifer, LLC
79.	Columbus Texas Aviv, L.L.C.
80.	Columbus Western Avenue, L.L.C.
81.	Colville Washington Property, L.L.C.
82.	Commerce Nursing Homes, L.L.C.
83.	Commerce Sterling Hart Drive, L.L.C.
84.	Conroe Rigby Owen Road, L.L.C.
85.	CR Aviv, L.L.C.
86.	Crete Plus Five Property, L.L.C.
87.	Crooked River Road, L.L.C.
88.	CSE Albany LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

89.	CSE Amarillo LLC
90.	CSE Arden L.P.
91.	CSE Augusta LLC
92.	CSE Bedford LLC
93.	CSE Blountville LLC
94.	CSE Bolivar LLC
95.	CSE Cambridge LLC
96.	CSE Cambridge Realty LLC
97.	CSE Camden LLC
98.	CSE Canton LLC
99.	CSE Casablanca Holdings II LLC
100.	CSE Casablanca Holdings LLC
101.	CSE Cedar Rapids LLC
102.	CSE Centennial Village, LP
103.	CSE Chelmsford LLC
104.	CSE Chesterton LLC
105.	CSE Claremont LLC
106.	CSE Corpus North LLC
107.	CSE Denver Iliff LLC
108.	CSE Denver LLC
109.	CSE Douglas LLC
110.	CSE Elkton LLC
111.	CSE Elkton Realty LLC
112.	CSE Fairhaven LLC
113.	CSE Fort Wayne LLC
114.	CSE Frankston LLC
115.	CSE Georgetown LLC
116.	CSE Green Bay LLC
117.	CSE Hilliard LLC
118.	CSE Huntingdon LLC
119.	CSE Huntsville LLC
120.	CSE Indianapolis-Continental LLC
121.	CSE Indianapolis-Greenbriar LLC
122.	CSE Jacinto City LLC
123.	CSE Jefferson City LLC
124.	CSE Jeffersonville-Hillcrest Center LLC
125.	CSE Jeffersonville-Jennings House LLC
126.	CSE Kerrville LLC
127.	CSE King L.P.
128.	CSE Kingsport LLC
129.	CSE Knightdale L.P.
130.	CSE Lake City LLC
131.	CSE Lake Worth LLC
132.	CSE Lakewood LLC
133.	CSE Las Vegas LLC
134.	CSE Lawrenceburg LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

135.	CSE Lenoir L.P.
136.	CSE Lexington Park LLC
137.	CSE Lexington Park Realty LLC
138.	CSE Ligonier LLC
139.	CSE Live Oak LLC
140.	CSE Lowell LLC
141.	CSE Marianna Holdings LLC
142.	CSE Memphis LLC
143.	CSE Mobile LLC
144.	CSE Moore LLC
145.	CSE North Carolina Holdings I LLC
146.	CSE North Carolina Holdings II LLC
147.	CSE Omro LLC
148.	CSE Orange Park LLC
149.	CSE Orlando-Pinar Terrace Manor LLC
150.	CSE Orlando-Terra Vista Rehab LLC
151.	CSE Pennsylvania Holdings, LP
152.	CSE Piggott LLC
153.	CSE Pilot Point LLC
154.	CSE Pine View LLC
155.	CSE Ponca City LLC
156.	CSE Port St. Lucie LLC
157.	CSE Richmond LLC
158.	CSE Ripley LLC
159.	CSE Ripon LLC
160.	CSE Safford LLC
161.	CSE Salina LLC
162.	CSE Seminole LLC
163.	CSE Shawnee LLC
164.	CSE Spring Branch LLC
165.	CSE Stillwater LLC
166.	CSE Taylorsville LLC
167.	CSE Texarkana LLC
168.	CSE Texas City LLC
169.	CSE The Village LLC
170.	CSE Upland LLC
171.	CSE Walnut Cove L.P.
172.	CSE West Point LLC
173.	CSE Whitehouse LLC
174.	CSE Williamsport LLC
175.	CSE Winter Haven LLC
176.	CSE Woodfin L.P.
177.	CSE Yorktown LLC
178.	Cuyahoga Falls Property, L.L.C.
179.	Dallas Two Property, L.L.C.
180.	Danbury ALF Property, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

181.	Darien ALF Property, L.L.C.
182.	Delta Investors I, LLC
183.	Delta Investors II, LLC
184.	Denison Texas, L.L.C.
185.	Desert Lane LLC
186.	Dixie White House Nursing Home, LLC (f/k/a Dixie White House Nursing Home, Inc.)
187.	Dixon Health Care Center, LLC (f/k/a Dixon Health Care Center, Inc.)
188.	East Rollins Street, L.L.C.
189.	Edgewood Drive Property, L.L.C.
190.	Effingham Associates, L.L.C.
191.	Elite Mattoon, L.L.C.
192.	Elite Yorkville, L.L.C.
193.	Encanto Senior Care, LLC
194.	Falcon Four Property Holding, L.L.C.
195.	Falcon Four Property, L.L.C.
196.	Falfurrias Texas, L.L.C.
197.	Florida ALF Properties, L.L.C.
198.	Florida Four Properties, L.L.C.
199.	Florida Lessor – Meadowview, LLC
200.	Florida Real Estate Company, LLC
201.	Fort Stockton Property, L.L.C.
202.	Four Fountains Aviv, L.L.C.
203.	Fredericksburg South Adams Street, L.L.C.
204.	Freewater Oregon, L.L.C.
205.	Fullerton California, L.L.C.
206.	G&L Gardens, LLC
207.	Gardnerville Property, L.L.C.
208.	Georgia Lessor - Bonterra/Parkview, LLC
209.	Germantown Property, L.L.C.
210.	Giltex Care, L.L.C.
211.	Glendale NH Property, L.L.C.
212.	Golden Hill Real Estate Company, LLC
213.	Gonzales Texas Property, L.L.C.
214.	Great Bend Property, L.L.C.
215.	Greenbough, LLC
216.	Greenville Kentucky Property, L.L.C.
217.	Heritage Monterey Associates, L.L.C.
218.	HHM Aviv, L.L.C.
219.	Hidden Acres Property, L.L.C.
220.	Highland Leasehold, L.L.C.
221.	Hobbs Associates, L.L.C.
222.	Hot Springs Atrium Owner, LLC
223.	Hot Springs Aviv, L.L.C.
224.	Hot Springs Cottages Owner, LLC
225.	Hot Springs Marina Owner, LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

226.	Houston Texas Aviv, L.L.C.
227.	Hutchinson Kansas, L.L.C.
228.	Hutton I Land, LLC (f/k/a Hutton I Land, Inc.)
229.	Hutton II Land, LLC (f/k/a Hutton II Land, Inc.)
230.	Hutton III Land, LLC (f/k/a Hutton III Land, Inc.)
231.	Idaho Associates, L.L.C.
232.	Illinois Missouri Properties, L.L.C.
233.	Indiana Lessor – Wellington Manor, LLC
234.	Iowa Lincoln County Property, L.L.C.
235.	Jasper Springhill Street, L.L.C.
236.	Kansas Five Property, L.L.C.
237.	Karan Associates Two, L.L.C.
238.	Karan Associates, L.L.C.
239.	Karissa Court Property, L.L.C.
240.	KB Northwest Associates, L.L.C.
241.	Kentucky NH Properties, L.L.C.
242.	Kingsville Texas, L.L.C.
243.	LAD I Real Estate Company, LLC
244.	Leatherman 90-1, LLC (f/k/a Leatherman 90-1, Inc.)
245.	Leatherman Partnership 89-1, LLC (f/k/a Leatherman Partnership 89-1, Inc.)
246.	Leatherman Partnership 89-2, LLC (f/k/a Leatherman Partnership 89-2, Inc.)
247.	Louisville Dutchmans Property, L.L.C.
248.	Magnolia Drive Property, L.L.C.
249.	Manor Associates, L.L.C.
250.	Mansfield Aviv, L.L.C.
251.	Massachusetts Nursing Homes, L.L.C.
252.	McCarthy Street Property, L.L.C.
253.	Meridian Arms Land, LLC (f/k/a Meridian Arms Land, Inc.)
254.	Minnesota Associates, L.L.C.
255.	Mishawaka Property, L.L.C.
256.	Missouri Associates, L.L.C.
257.	Missouri Regency Associates, L.L.C.
258.	Montana Associates, L.L.C.
259.	Monterey Park Leasehold Mortgage, L.L.C.
260.	Mount Washington Property, L.L.C.
261.	Mt. Vernon Texas, L.L.C.
262.	Murray County, L.L.C.
263.	Muscatine Toledo Properties, L.L.C.
264.	N.M. Bloomfield Three Plus One Limited Company
265.	N.M. Espanola Three Plus One Limited Company
266.	N.M. Lordsburg Three Plus One Limited Company
267.	N.M. Silver City Three Plus One Limited Company
268.	New Hope Property, L.L.C.
269.	Newtown ALF Property, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

270.	Nicholasville Kentucky Property, L.L.C.
271.	North Las Vegas LLC
272.	North Royalton Ohio Property, L.L.C.
273.	Norwalk ALF Property, L.L.C.
274.	NRS Ventures, L.L.C.
275.	Oakland Nursing Homes, L.L.C.
276.	Ocean Springs Nursing Home, LLC (f/k/a Ocean Springs Nursing Home, Inc.)
277.	October Associates, L.L.C.
278.	Ogden Associates, L.L.C.
279.	OHI (Connecticut), LLC
280.	OHI (Illinois), LLC(f/k/a OHI (Illinois), Inc.)
281.	OHI (Indiana), LLC
282.	OHI (Iowa), LLC(f/k/a OHI (Iowa), Inc.)
283.	OHI Asset (AR) Ash Flat, LLC
284.	OHI Asset (AR) Camden, LLC
285.	OHI Asset (AR) Conway, LLC
286.	OHI Asset (AR) Des Arc, LLC
287.	OHI Asset (AR) Hot Springs, LLC
288.	OHI Asset (AR) Malvern, LLC
289.	OHI Asset (AR) Mena, LLC
290.	OHI Asset (AR) Pocahontas, LLC
291.	OHI Asset (AR) Sheridan, LLC
292.	OHI Asset (AR) Walnut Ridge, LLC
293.	OHI Asset (AZ) Austin House, LLC
294.	OHI Asset (CA), LLC
295.	OHI Asset (CO), LLC
296.	OHI Asset (CT) Lender, LLC
297.	OHI Asset (FL) Eustis, LLC
298.	OHI Asset (FL) Lake Placid, LLC
299.	OHI Asset (FL) Lender, LLC
300.	OHI Asset (FL) Lutz, LLC
301.	OHI Asset (FL), LLC
302.	OHI Asset (FL) Pensacola - Hillview, LLC
303.	OHI Asset (GA) Dunwoody, LLC
304.	OHI Asset (GA) Macon, LLC
305.	OHI Asset (GA) Moultrie, LLC
306.	OHI Asset (GA) Roswell, LLC
307.	OHI Asset (GA) Snellville, LLC
308.	OHI Asset (ID) Holly, LLC
309.	OHI Asset (ID) Midland, LLC
310.	OHI Asset (ID), LLC
311.	OHI Asset (IL), LLC
312.	OHI Asset (IN) American Village, LLC
313.	OHI Asset (IN) Anderson, LLC
314.	OHI Asset (IN) Beech Grove, LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

315.	OHI Asset (IN) Clarksville, LLC
316.	OHI Asset (IN) Clinton, LLC
317.	OHI Asset (IN) Connersville, LLC
318.	OHI Asset (IN) Crown Point, LLC
319.	OHI Asset (IN) Eagle Valley, LLC
320.	OHI Asset (IN) Elkhart, LLC
321.	OHI Asset (IN) Forest Creek, LLC
322.	OHI Asset (IN) Fort Wayne, LLC
323.	OHI Asset (IN) Franklin, LLC
324.	OHI Asset (IN) Greensburg, LLC
325.	OHI Asset (IN) Indianapolis, LLC
326.	OHI Asset (IN) Jasper, LLC
327.	OHI Asset (IN) Kokomo, LLC
328.	OHI Asset (IN) Lafayette, LLC
329.	OHI Asset (IN) Madison, LLC
330.	OHI Asset (IN) Monticello, LLC
331.	OHI Asset (IN) Noblesville, LLC
332.	OHI Asset (IN) Rosewalk, LLC
333.	OHI Asset (IN) Salem, LLC
334.	OHI Asset (IN) Seymour, LLC
335.	OHI Asset (IN) Spring Mill, LLC
336.	OHI Asset (IN) Terre Haute, LLC
337.	OHI Asset (IN) Wabash, LLC
338.	OHI Asset (IN) Westfield, LLC
339.	OHI Asset (IN) Zionsville, LLC
340.	OHI Asset (LA) Baton Rouge, LLC
341.	OHI Asset (LA), LLC
342.	OHI Asset (MD), LLC
343.	OHI Asset (MI) Heather Hills, LLC
344.	OHI Asset (MI), LLC
345.	OHI Asset (MO), LLC
346.	OHI Asset (MS) Byhalia, LLC
347.	OHI Asset (MS) Cleveland, LLC
348.	OHI Asset (MS) Clinton, LLC
349.	OHI Asset (MS) Columbia, LLC
350.	OHI Asset (MS) Corinth, LLC
351.	OHI Asset (MS) Greenwood, LLC
352.	OHI Asset (MS) Grenada, LLC
353.	OHI Asset (MS) Holly Springs, LLC
354.	OHI Asset (MS) Indianola, LLC
355.	OHI Asset (MS) Natchez, LLC
356.	OHI Asset (MS) Picayune, LLC
357.	OHI Asset (MS) Vicksburg, LLC
358.	OHI Asset (MS) Yazoo City, LLC
359.	OHI Asset (NC) Wadesboro, LLC
360.	OHI Asset (NY) 2nd Avenue, LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

361.	OHI Asset (NY) 93rd Street, LLC
362.	OHI Asset (OH) Lender, LLC
363.	OHI Asset (OH), LLC
364.	OHI Asset (OR) Portland, LLC
365.	OHI Asset (OR) Troutdale, LLC
366.	OHI Asset (PA) GP, LLC
367.	OHI Asset (PA) West Mifflin, LP
368.	OHI Asset (PA), LLC
369.	OHI Asset (PA), LP
370.	OHI Asset (SC) Aiken, LLC
371.	OHI Asset (SC) Anderson, LLC
372.	OHI Asset (SC) Easley Anne, LLC
373.	OHI Asset (SC) Easley Crestview, LLC
374.	OHI Asset (SC) Edgefield, LLC
375.	OHI Asset (SC) Greenville Griffith, LLC
376.	OHI Asset (SC) Greenville Laurens, LLC
377.	OHI Asset (SC) Greenville North, LLC
378.	OHI Asset (SC) Greenville, LLC
379.	OHI Asset (SC) Greer, LLC
380.	OHI Asset (SC) Marietta, LLC
381.	OHI Asset (SC) McCormick, LLC
382.	OHI Asset (SC) Orangeburg, LLC
383.	OHI Asset (SC) Pickens East Cedar, LLC
384.	OHI Asset (SC) Pickens Rosemond, LLC
385.	OHI Asset (SC) Piedmont, LLC
386.	OHI Asset (SC) Simpsonville SE Main, LLC
387.	OHI Asset (SC) Simpsonville West Broad, LLC
388.	OHI Asset (SC) Simpsonville West Curtis, LLC
389.	OHI Asset (TN) Bartlett, LLC
390.	OHI Asset (TN) Collierville, LLC
391.	OHI Asset (TN) Jefferson City, LLC
392.	OHI Asset (TN) Memphis, LLC
393.	OHI Asset (TN) Rogersville, LLC
394.	OHI Asset (TX) Anderson, LLC
395.	OHI Asset (TX) Bryan, LLC
396.	OHI Asset (TX) Burleson, LLC
397.	OHI Asset (TX) College Station, LLC
398.	OHI Asset (TX) Comfort, LLC
399.	OHI Asset (TX) Diboll, LLC
400.	OHI Asset (TX) Granbury, LLC
401.	OHI Asset (TX) Hondo, LLC
402.	OHI Asset (TX) Italy, LLC
403.	OHI Asset (TX) Winnsboro, LLC
404.	OHI Asset (TX), LLC
405.	OHI Asset (UT) Ogden, LLC
406.	OHI Asset (UT) Provo, LLC

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

407.	OHI Asset (UT) Roy, LLC
408.	OHI Asset (VA) Charlottesville, LLC
409.	OHI Asset (VA) Farmville, LLC
410.	OHI Asset (VA) Hillsville, LLC
411.	OHI Asset (VA) Martinsville SNF, LLC
412.	OHI Asset (VA) Rocky Mount, LLC
413.	OHI Asset (WA) Battle Ground, LLC
414.	OHI Asset (WA) Fort Vancouver, LLC
415.	OHI Asset (WV) Danville, LLC
416.	OHI Asset (WV) Ivydale, LLC
417.	OHI Asset CHG ALF, LLC
418.	OHI Asset CSB LLC
419.	OHI Asset CSE – E, LLC
420.	OHI Asset CSE – U, LLC
421.	OHI Asset CSE–E Subsidiary, LLC
422.	OHI Asset CSE–U Subsidiary, LLC
423.	OHI Asset HUD CFG, LLC
424.	OHI Asset HUD Delta, LLC
425.	OHI Asset HUD H-F, LLC
426.	OHI Asset HUD SF CA, LLC
427.	OHI Asset HUD SF, LLC
428.	OHI Asset HUD WO, LLC
429.	OHI Asset II (CA), LLC
430.	OHI Asset II (FL), LLC
431.	OHI Asset II (PA), LP
432.	OHI Asset III (PA), LP
433.	OHI Asset IV (PA) Silver Lake, LP
434.	OHI Asset Management, LLC
435.	OHI Asset RO PMM Services, LLC
436.	OHI Asset RO, LLC
437.	OHI Asset, LLC
438.	OHI Healthcare Properties Holdco, Inc.
439.	OHI Healthcare Properties Limited Partnership
440.	OHI Mezz Lender, LLC
441.	OHI Tennessee, LLC (f/k/a OHI Tennessee, Inc.)
442.	OHIMA, LLC (f/k/a OHIMA, Inc.)
443.	Ohio Aviv Three, L.L.C.
444.	Ohio Aviv Two, L.L.C.
445.	Ohio Aviv, L.L.C.
446.	Ohio Indiana Property, L.L.C.
447.	Ohio Pennsylvania Property, L.L.C.
448.	Oklahoma Two Property, L.L.C.
449.	Oklahoma Warr Wind, L.L.C.
450.	Omaha Associates, L.L.C.
451.	Omega TRS I, Inc.
452.	Orange ALF Property, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

453.	Orange Village Care Center, LLC (f/k/a Orange Village Care Center, Inc.)
454.	Orange, L.L.C.
455.	Oregon Associates, L.L.C.
456.	Oso Avenue Property, L.L.C.
457.	Ostrom Avenue Property, L.L.C.
458.	Palm Valley Senior Care, LLC
459.	Panama City Nursing Center LLC
460.	Pavillion North Partners, LLC
461.	Pavillion North, LLP
462.	Pavillion Nursing Center North, LLC
463.	Peabody Associates Two, L.L.C.
464.	Peabody Associates, L.L.C.
465.	Pennington Road Property, L.L.C.
466.	Pensacola Real Estate Holdings I, LLC (f/k/a Pensacola Real Estate Holdings I, Inc.)
467.	Pensacola Real Estate Holdings II, LLC (f/k/a Pensacola Real Estate Holdings II, Inc.)
468.	Pensacola Real Estate Holdings III, LLC (f/k/a Pensacola Real Estate Holdings III, Inc.)
469.	Pensacola Real Estate Holdings IV, LLC (f/k/a Pensacola Real Estate Holdings IV, Inc.)
470.	Pensacola Real Estate Holdings V, LLC (f/k/a Pensacola Real Estate Holdings V, Inc.)
471.	Pocatello Idaho Property, L.L.C.
472.	Pomona Vista L.L.C.
473.	Prescott Arkansas, L.L.C.
474.	PV Realty–Willow Tree, LLC
475.	Raton Property Limited Company
476.	Ravenna Ohio Property, L.L.C.
477.	Red Rocks, L.L.C.
478.	Richland Washington, L.L.C.
479.	Ridgecrest Senior Care, LLC
480.	Riverside Nursing Home Associates Two, L.L.C.
481.	Riverside Nursing Home Associates, L.L.C.
482.	Rockingham Drive Property, L.L.C.
483.	Rose Baldwin Park Property L.L.C.
484.	S.C. Portfolio Property, L.L.C.
485.	Salem Associates, L.L.C.
486.	San Juan NH Property, LLC
487.	Sandalwood Arkansas Property, L.L.C.
488.	Santa Ana-Bartlett, L.L.C.
489.	Santa Fe Missouri Associates, L.L.C.
490.	Savoy/Bonham Venture, L.L.C.
491.	Searcy Aviv, L.L.C.
492.	Sedgwick Properties, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

493.	Seguin Texas Property, L.L.C.
494.	Sierra Ponds Property, L.L.C.
495.	Skyler Boyington, LLC (f/k/a Skyler Boyington, Inc.)
496.	Skyler Florida, LLC (f/k/a Skyler Florida, Inc.)
497.	Skyler Maitland LLC
498.	Skyler Pensacola, LLC (f/k/a Skyler Pensacola, Inc.)
499.	Skyview Associates, L.L.C.
500.	Southeast Missouri Property, L.L.C.
501.	Southern California Nevada, L.L.C.
502.	St. Joseph Missouri Property, L.L.C.
503.	St. Mary’s Properties, LLC (f/k/a St. Mary’s Properties, Inc.)
504.	Star City Arkansas, L.L.C.
505.	Stephenville Texas Property, L.L.C.
506.	Sterling Acquisition, LLC
507.	Stevens Avenue Property, L.L.C.
508.	Sun-Mesa Properties, L.L.C.
509.	Suwanee, LLC
510.	Texas Fifteen Property, L.L.C.
511.	Texas Four Property, L.L.C.
512.	Texas Lessor – Stonegate GP, LLC
513.	Texas Lessor – Stonegate, Limited, LLC
514.	Texas Lessor – Stonegate, LP
515.	Texhoma Avenue Property, L.L.C.
516.	The Suburban Pavilion, LLC (f/k/a The Suburban Pavilion, Inc.)
517.	Tujunga, L.L.C.
518.	Tulare County Property, L.L.C.
519.	VRB Aviv, L.L.C.
520.	Washington Idaho Property, L.L.C.
521.	Washington Lessor – Silverdale, LLC
522.	Washington-Oregon Associates, L.L.C.
523.	Watauga Associates, L.L.C.
524.	Wellington Leasehold, L.L.C.
525.	West Pearl Street, L.L.C.
526.	West Yarmouth Property I, L.L.C.
527.	Westerville Ohio Office Property, L.L.C.
528.	Wheeler Healthcare Associates, L.L.C.
529.	Whitlock Street Property, L.L.C.
530.	Wilcare, LLC
531.	Willis Texas Aviv, L.L.C.
532.	Yuba Aviv, L.L.C.

[Schedule I – 2nd Supplemental Indenture – 2026 Notes]

Schedule II

NEW SUBSIDIARIES

1.	OHI Asset (MD) Baltimore - Pall Mall, LLC	37-1799968	Delaware
2.	OHI Asset (MD) Baltimore - West Belvedere, LLC	38-3987828	Delaware
3.	OHI Asset (MD) Salisbury, LLC	38-3987971	Delaware
4.	OHI Asset (MI) Carson City, LLC	61-1786671	Delaware
5.	OHI Asset (OH) Huber Heights, LLC	36-4830903	Delaware
6.	OHI Asset (OH) New London, LLC	36-4831126	Delaware
7.	OHI Asset (OH) Steubenville, LLC	30-0922159	Delaware
8.	OHI Asset (OH) Toledo, LLC	35-2555519	Delaware
9.	OHI Asset (OH) West Carrollton, LLC	35-2555884	Delaware
10.	OHI Asset (TX) Schertz, LLC	30-0890365	Delaware
11.	OHI Asset (VA) Charlottesville - 1165 Pepsi Place, LLC	30-0924115	Delaware
12.	OHI Asset (VA) Richmond - 2420 Pemberton Road, LLC	38-3993910	Delaware
13.	OHI Asset (VA) Richmond - 9101 Bon Air, LLC	36-4831548	Delaware
14.	PV Realty-Clinton, LLC	26-4389743	Maryland
15.	PV Realty-Kensington, LLC	26-4389837	Maryland

[Schedule II – 2nd Supplemental Indenture – 2026 Notes]

EX-31.1

Exhibit 31.1

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Certification

I, C. Taylor Pickett, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Omega Healthcare Investors, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:      May 6, 2016
	/S/ C. TAYLOR PICKETT
	C. Taylor Pickett
	Chief Executive Officer

EX-31.2

Exhibit 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATION OF CHIEF FINANCIAL OFFICER

Certifications

I, Robert O. Stephenson, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Omega Healthcare Investors, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:      May 6, 2016
	/S/ ROBERT O. STEPHENSON
	Robert O. Stephenson
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

OF THE CHIEF EXECUTIVE OFFICER

I, C. Taylor Pickett, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:      May 6, 2016

/S/ C. TAYLOR PICKETT

      C. Taylor Pickett

      Chief Executive Officer

EX-32.2

EXHIBIT 32.2

SECTION 1350 CERTIFICATION

OF THE CHIEF FINANCIAL OFFICER

I, Robert O. Stephenson, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:

(1) the Quarterly Report on Form 10-Q of the Company for the three months ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:      May 6, 2016

/S/ ROBERT O. STEPHENSON

      Robert O. Stephenson

      Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 29, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	OMEGA HEALTHCARE INVESTORS INC
Entity Central Index Key	0000888491
Trading Symbol	ohi
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock Shares Outstanding		188,170,595
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Amendment Flag	false
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Real estate properties
Land and buildings	$ 7,088,960	$ 6,743,958
Less accumulated depreciation	(1,067,023)	(1,019,150)
Real estate properties - net	6,021,937	5,724,808
Investments in direct financing leases - net	590,622	587,701
Mortgage notes receivable	660,569	679,795
Total	7,273,128	6,992,304
Other investments	203,832	89,299
Total	7,476,960	7,081,603
Assets held for sale - net	73,589	6,599
Total investments	7,550,549	7,088,202
Cash and cash equivalents	9,407	5,424
Restricted cash	12,327	14,607
Accounts receivable - net	208,269	203,862
Goodwill	645,568	645,683
Other assets	189,332	61,231
Total assets	8,615,452	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	530,000	230,000
Term loans	1,100,000	750,000
Secured borrowings - net	235,895	236,204
Unsecured borrowings - net	2,353,297	2,352,882
Accrued expenses and other liabilities	328,932	333,706
Deferred income taxes	14,795	15,352
Total liabilities	4,562,919	3,918,144
Equity:
Common stock $.10 par value authorized - 350,000 shares, issued and outstanding - 188,167 shares as of March 31, 2016 and 187,399 as of December 31, 2015	18,817	18,740
Common stock - additional paid-in capital	4,629,423	4,609,474
Cumulative net earnings	1,428,077	1,372,522
Cumulative dividends paid	(2,361,580)	(2,254,038)
Accumulated other comprehensive loss	(21,702)	(8,712)
Total stockholders' equity	3,693,035	3,737,986
Noncontrolling interest	359,498	362,879
Total equity	4,052,533	4,100,865
Total liabilities and equity	$ 8,615,452	$ 8,019,009

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares shares in Thousands	Mar. 31, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	350,000	350,000
Common stock, shares issued	188,167	187,399
Common stock, shares outstanding	188,167	187,399

XML

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
Rental income	$ 176,703	$ 100,964
Income from direct financing leases	15,442	14,346
Mortgage interest income	16,606	16,579
Other investment income - net	4,128	1,531
Total operating revenues	212,879	133,420
Expenses
Depreciation and amortization	62,433	30,610
General and administrative	10,455	6,014
Acquisition and merger related costs	3,771	4,868
Impairment loss on real estate properties	34,558	5,982
Provisions for uncollectible mortgages, notes and accounts receivable	5,124	(2)
Total operating expenses	116,341	47,472
Income before other income and expense	96,538	85,948
Other income (expense)
Interest income	8	193
Interest expense	(37,222)	(32,359)
Interest - amortization of deferred financing costs	(2,132)	(1,353)
Interest - refinancing costs	(298)	(9,377)
Realized loss on foreign exchange	(22)
Total other expense	(39,666)	(42,896)
Income before gain on assets sold	56,872	$ 43,052
Gain on assets sold - net	1,571
Income from continuing operations before income taxes	58,443	$ 43,052
Income taxes	(247)
Net income	58,196	$ 43,052
Net income attributable to noncontrolling interest	(2,641)
Net income available to common stockholders	55,555	$ 43,052
Net income	58,196	$ 43,052
Other comprehensive loss - foreign currency translation	(4,730)
Other comprehensive loss - cash flow hedges	(8,876)
Total comprehensive income	44,590	$ 43,052
Deduct: comprehensive income attributable to noncontrolling interest	(2,025)
Comprehensive income attributable to common stockholders	$ 42,565	$ 43,052
Basic:
Net income available to common stockholders (in dollars per share)	$ 0.30	$ 0.32
Diluted:
Net income (in dollars per share)	0.29	0.32
Dividends declared per common share	$ 0.57	$ 0.89
Weighted-average shares outstanding, basic (in shares)	188,228	134,346
Weighted-average shares outstanding, diluted (in shares)	198,350	134,806

XML

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands	Common Stock Par Value	Additional Paid-in Capital	Cumulative Net Earnings	Cumulative Dividends Paid	Accumulated Other Comprehensive Loss	Total Stockholders' Equity	Noncontrolling interest	Total
Balance (187,399 common shares & 8,956 OP Units) at Dec. 31, 2015	$ 18,740	$ 4,609,474	$ 1,372,522	$ (2,254,038)	$ (8,712)	$ 3,737,986	$ 362,879	$ 4,100,865
Increase (Decrease) In Stockholders' Equity [Roll Forward]
Restricted stock expense		2,778				2,778		2,778
Vesting of equity compensation plan, net of tax withholdings (105 shares)	11	(2,391)				(2,380)		(2,380)
Dividend reinvestment plan (660 shares at an average of $29.84 per share)	66	19,530				19,596		19,596
Grant of stock as payment of directors fees (3 shares at an average of $28.18 per share)		87				87		87
Deferred compensation directors		(45)				(45)		(45)
Common dividends declared ($0.57 per share)				(107,542)		(107,542)		(107,542)
Cash conversion of OP Units (9 units)		(10)				(10)	(274)	(284)
OP units distributions							(5,132)	(5,132)
Foreign currency translation					(4,516)	(4,516)	(214)	(4,730)
Cash flow hedges					(8,474)	(8,474)	(402)	(8,876)
Net income			55,555			55,555	2,641	58,196
Balance (188,167 shares & 8,947 OP Units) at Mar. 31, 2016	$ 18,817	$ 4,629,423	$ 1,428,077	$ (2,361,580)	$ (21,702)	$ 3,693,035	$ 359,498	$ 4,052,533

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (Parentheticals) - $ / shares shares in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Increase (Decrease) In Stockholders' Equity [Roll Forward]
Balance (in shares)	187,399
Vesting of equity compensation plan, net of tax withholdings (in shares)	105
Shares issued under dividend reinvestment	660
Dividend reinvestment plan, shares issued, price per share (in dollars per share)	$ 29.84
Grant of stock as payment of fees (in shares)	3
Grant of stock as payment of fees (in dollars per share)	$ 28.18
Common dividends, (in dollars per share)	$ 0.57
Cash conversion of Op Units (in units)	9
Balance (in shares)	188,167	187,399
Balance (in units)	8,947	8,956

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities
Net income	$ 58,196	$ 43,052
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	62,433	30,610
Provision for impairment on real estate properties	34,558	5,982
Provision for uncollectible mortgages, notes and accounts receivable	5,124	(2)
Amortization of deferred financing costs and refinancing costs	2,430	10,730
Accretion of direct financing leases	(2,921)	(2,614)
Stock-based compensation	2,778	$ 1,610
Gain on assets sold - net	(1,571)
Amortization of acquired in-place leases - net	(4,300)	$ (1,192)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable, net	560	(196)
Straight-line rent receivables	(9,947)	(5,275)
Lease inducements	647	(2,110)
Effective yield receivable on mortgage notes	(819)	(1,120)
Other operating assets and liabilities	(19,989)	23,819
Net cash provided by operating activities	127,179	103,294
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired	(416,104)	(6,300)
Investment in construction in progress	(16,316)	(5,851)
Deposit to acquire real estate	(113,816)
Placement of mortgage loans	(6,162)	(2,002)
Proceeds from sale of real estate investments	2,392	255
Capital improvements to real estate investments	(9,544)	(5,604)
Proceeds from other investments	1,461	2,155
Investments in other investments	(116,003)	(1,468)
Collection of mortgage principal	312	288
Net cash used in investing activities	(673,780)	(18,527)
Cash flows from financing activities
Proceeds from credit facility borrowings	670,000	6,000
Payments on credit facility borrowings	(370,000)	(91,000)
Receipts of other long-term borrowings	350,000	689,822
Payments of other long-term borrowings	(309)	(347,883)
Payments of financing related costs	(3,576)	(21,318)
Receipts from dividend reinvestment plan	19,596	5,414
Payments for exercised options and restricted stock - net	(2,381)	(1,906)
Net proceeds from issuance of common stock		440,019
Dividends paid	(107,500)	(68,261)
Redemption of OP Units	(10)
Distributions to OP Unit Holders	(5,131)
Net cash provided by financing activities	550,689	610,887
Increase in cash and cash equivalents	4,088	695,654
Effect of foreign currency translation on cash and cash equivalents	(105)
Cash and cash equivalents at beginning of period	5,424	4,489
Cash and cash equivalents at end of period	9,407	700,143
Interest paid during the period, net of amounts capitalized	36,597	25,829
Non-cash financing activities:
Cash flow hedges	8,876
Accrued Dividends		50,221
Total	$ 8,876	$ 50,221

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Business Overview and Organization

Omega Healthcare Investors, Inc. (“Omega,” “we,” “our” or the “Company”) has one reportable segment consisting of investments in healthcare-related real estate properties located in the United States and the United Kingdom. Our core business is to provide financing and capital to the long-term healthcare industry with a particular focus on skilled nursing facilities (“SNFs”). Our core portfolio consists of long-term leases and mortgage agreements. All of our leases are “triple-net” leases, which require the tenants to pay all property-related expenses. Our mortgage revenue derives from fixed mortgage loans, which are secured by first mortgage liens on the underlying real estate and personal property of the mortgagor.

Omega was formed as a real estate investment trust (“REIT”) and incorporated in the State of Maryland on March 31, 1992. In April 2015, Aviv REIT, Inc., a Maryland corporation (“Aviv”), merged (the “Aviv Merger”) with and into a wholly owned subsidiary of Omega, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 30, 2014 (the “Merger Agreement”), by and among the Company, Aviv, OHI Healthcare Properties Holdco, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Omega (“Merger Sub”), OHI Healthcare Properties Limited Partnership, a Delaware limited partnership (“Omega OP”), and Aviv Healthcare Properties Limited Partnership, a Delaware limited partnership (the “Aviv OP”).

Prior to April 1, 2015 and in accordance with the Merger Agreement, Omega restructured the manner in which it holds its assets by converting to an umbrella partnership real estate investment trust structure (the “UPREIT Conversion”). As a result of the UPREIT Conversion and following the consummation of the Aviv Merger, substantially all of the Company’s assets are held by Omega OP.

Omega OP is governed by the Second Amended and Restated Agreement of Limited Partnership of OHI Healthcare Properties Limited Partnership, dated as of April 1, 2015 (the “Partnership Agreement”). Pursuant to the Partnership Agreement, the Company and Merger Sub are the general partners of Omega OP, and have exclusive control over Omega OP’s day-to-day management. As of March 31, 2016, the Company owned approximately 95% of the issued and outstanding units of partnership interest in Omega OP (“Omega OP Units”), and investors owned approximately 5% of the Omega OP Units.

Basis of Presentation

The accompanying unaudited consolidated financial statements for Omega have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q (refer to Note 17 – Subsequent Events).These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of March 31, 2016, Omega directly and indirectly owns approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units.

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations and Comprehensive Income.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Gains and losses resulting from this translation are included in accumulated other comprehensive loss (“AOCL”) as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Revenue and expense accounts are translated using an average exchange rate for the period.

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At March 31, 2016 and December 31, 2015, we had $9.6 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements.  Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.  Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. 

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance.  In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present.

A summary of our net receivables by type is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	7,885		$	8,452
Effective yield interest receivables		8,636			9,028
Straight-line receivables		181,715			175,709
Lease inducements		10,335			10,982
Allowance		(302	)		(309	)
Accounts receivable – net	$	208,269		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent receivables for operators that do not meet our requirements. We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves.

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. A member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel Healthcare Holdings, Inc. (“Laurel”). On February 1, 2016, we acquired 10 SNFs from Laurel for approximately $169.0 million in cash and leased them to an unrelated existing operator. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by a director of the Company and his family.

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

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PROPERTIES AND INVESTMENTS

3 Months Ended

Mar. 31, 2016

Real Estate [Abstract]

PROPERTIES AND INVESTMENTS

NOTE 2 – PROPERTIES AND INVESTMENTS

In the ordinary course of our business activities, we periodically evaluate investment opportunities and extend credit to customers. We also regularly engage in lease, and or loan extensions and modifications. Additionally, we actively monitor and manage our investment portfolio with the objectives of improving credit quality and increasing investment returns. In connection with our portfolio management, we may engage in various collection and foreclosure activities.

Leased Property

Our leased real estate properties, represented by 800 SNFs, 84 assisted living facilities (“ALFs”), 16 specialty facilities and one medical office building at March 31, 2016, are leased under provisions of single or master leases with initial terms typically ranging from five to 15 years, plus renewal options. Substantially all of our leases contain provisions for specified annual increases over the rents of the prior year and are generally computed in one of three methods depending on specific provisions of each lease as follows: (i) a specific annual percentage increase over the prior year’s rent, generally 2.5%; (ii) an increase based on the change in pre-determined formulas from year to year (e.g., such as increases in the Consumer Price Index (“CPI”)); or (iii) specific dollar increases over prior years. Under the terms of the leases, the lessee is responsible for all maintenance, repairs, taxes and insurance on the leased properties.

The following tables summarize the significant acquisitions that occurred in 2016.

	Number of Facilities							Land			Building & Site Improvements			Furniture & Fixtures			Initial Cash
Period	SNF	ALF	Country/ State	Total Investment				(in millions)									Yield (%)
Q1	-	1	UK		$	8.3			$	1.4		$	6.7		$	0.2		7.00
Q1	-	1	UK			6.1	(1)			0.6			5.3			0.2		7.00
Q1	10	-	OH, VA, MI			169.0	(1) (3)			10.5			152.5			6.0		8.50
Q1	-	-	FL			2.5	(2)			2.5			-			-		-
Q1	-	2	GA			20.2				0.8			18.3			1.1		7.50
Q1	3	-	MD			25.0				2.5			19.9			2.6		8.50
Q1	21	-	VA, NC			212.5	(1)			19.3			181.1			12.1		8.50
Total	34	4			$	443.6			$	37.6		$	383.8		$	22.2

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) Accounted for as an asset acquisition.

(3) Acquired from a related party. Refer to Note -1 Related Party Transactions.

Aviv Merger

On April 1, 2015, Omega completed the Aviv Merger, which was structured as a stock-for-stock merger. Under the terms of the Merger Agreement, each outstanding share of Aviv common stock was converted into 0.90 of a share of Omega common stock. In connection with the Aviv Merger, Omega issued approximately 43.7 million shares of common stock to former Aviv stockholders. As a result of the Aviv Merger, Omega acquired 342 facilities, two facilities subject to direct financing leases, one medical office building, two mortgages and other investments. The facilities are located in 31 states and are operated by 38 third-party operators. Omega also assumed certain outstanding equity awards and other debt and liabilities. Based on the closing price of Omega’s common stock on April, 1, 2015, the fair value of the consideration exchanged was approximately $2.3 billion.

The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

The completion of the final valuation did not result in material changes to our Consolidated Statements of Operations and Comprehensive Income or our Consolidated Balance Sheets from our preliminary purchase price allocation.

Pro Forma Acquisition Results

The facilities acquired in 2015 are included in our results of operations from the dates of acquisition. The following unaudited pro forma results of operations reflect the impact of those acquisitions as if they occurred on January 1, 2015. For a list of the 2015 transactions, refer to Note 3 – Properties in our Annual Report on Form 10-K for the year ended December 31, 2015. In the opinion of management, all significant necessary adjustments to reflect the effect of the acquisitions have been made.

	Pro Forma
	Three Months Ended
	March 31, 2015
	(in thousands, except per  share amounts, unaudited)
Pro Forma Revenues	$	202,531
Pro Forma Net income	$	66,521
Earnings per share – diluted:
Net income – as reported	$	0.32
Net income – pro forma	$	0.35

Asset Sales, Impairments and Other

During the first quarter of 2016, we recorded approximately $34.6 million of impairments on 14 facilities located in six states. Our recorded impairments were primarily the result of a decision to exit certain non-strategic facilities and operators primarily related to facilities acquired in the Aviv Merger. We believe these facilities will be sold within 12 months. We reduced their net book values to their estimated fair value less costs to sell and reclassified them to assets held for sale in the first quarter of 2016. To estimate the fair value of the facilities, we utilized a market approach and Level 3 inputs (which generally consist of non-binding offers from unrelated third parties). In addition, we sold two SNFs (previously classified as held-for-sale) for approximately $2.4 million in net proceeds recognizing a gain of approximately $1.6 million. See Note 6 – Assets Held For Sale for details.

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DIRECT FINANCING LEASES

3 Months Ended

Mar. 31, 2016

Leases, Capital [Abstract]

DIRECT FINANCING LEASES

NOTE 3 – DIRECT FINANCING LEASES

The components of investments in direct financing leases consist of the following:

	March 31,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,308,355		$	4,320,876
Less unearned income		(3,717,733	)		(3,733,175	)
Investment in direct financing leases - net	$	590,622		$	587,701
Properties subject to direct financing leases		59			59

New Ark Investment Inc.

On November 27, 2013, we closed an aggregate $529 million purchase/leaseback transaction in connection with the acquisition of Ark Holding Company, Inc. (“Ark Holding”) by 4 West Holdings Inc. At closing, we acquired 55 SNFs and 1 ALF operated by Ark Holding and leased the facilities back to Ark Holding, now known as New Ark Investment Inc. (“New Ark”), pursuant to four 50-year master leases with rental payments yielding 10.6% per annum over the term of the leases. The purchase/leaseback transaction is being accounted for as a direct financing lease.

The lease agreements allow the tenant the right to purchase the facilities for a bargain purchase price plus closing costs at the end of the lease term. In addition, commencing in the 41st year of each lease, the tenant will have the right to prepay the remainder of its obligations thereunder for an amount equal to the sum of the unamortized portion of the original aggregate $529 million investment plus the net present value of the remaining payments under the lease and closing costs. In the event the tenant exercises either of these options, we have the right to purchase the properties for fair value at the time.

The 56 facilities represent 5,623 licensed beds located in 12 states, predominantly in the southeastern United States. The 56 facilities are separated by region and divided amongst four cross-defaulted master leases. The four regions include the Southeast (39 facilities), the Northwest (7 facilities), Texas (9 facilities) and Indiana (1 facility).

Additionally, in June and July of 2014, we purchased three facilities and subsequently leased them to New Ark under a twelve-year master lease expiring in 2026. The 2014 three facility lease is being accounted for as an operating lease.

Aviv Merger

On April 1, 2015, we acquired two additional direct financing leases as a result of the Aviv Merger.

As of March 31, 2016, the following minimum rents are due under our direct financing leases for the next five years (in thousands):

Year 1	Year 2	Year 3	Year 4	Year 5
$50,250	$50,961	$52,225	$53,507	$54,778

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MORTGAGE NOTES RECEIVABLE

3 Months Ended

Mar. 31, 2016

Mortgage Notes Receivable Investments [Abstract]

MORTGAGE NOTES RECEIVABLE

NOTE 4 – MORTGAGE NOTES RECEIVABLE

As of March 31, 2016, mortgage notes receivable relate to 24 fixed rate mortgages on 55 long-term care facilities. The mortgage notes are secured by first mortgage liens on the borrowers' underlying real estate and personal property. The mortgage notes receivable relate to facilities located in ten states, operated by eight independent healthcare operating companies. We monitor compliance with mortgages and when necessary have initiated collection, foreclosure and other proceedings with respect to certain outstanding loans.

Mortgage interest income is recognized as earned over the terms of the related mortgage notes, using the effective yield method. Allowances are provided against earned revenues from mortgage interest when collection of amounts due becomes questionable or when negotiations for restructurings of troubled operators lead to lower expectations regarding ultimate collection. When collection is uncertain, mortgage interest income on impaired mortgage loans is recognized as received after taking into account application of security deposits.

The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:

	March 31,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2023; interest at 11.00%	$	69,928	$	69,928
Mortgage note due 2024; interest at 9.79%		112,500		112,500
Mortgage note due 2029; interest at 9.23%		413,095		413,399
Other mortgage notes outstanding (1)		65,046		83,968
Mortgage notes receivable, gross		660,569		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	660,569	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

The following is a brief overview of certain mortgages entered into or assumed in 2016 or significant changes to mortgages previously reported.

Conversion of Mortgage Notes due 2046 to Leased Properties

In January 2016, we acquired three facilities via a deed-in-lieu of foreclosure from a mortgagee. The fair value of the facilities approximated the $25 million carrying value of the mortgages. These facilities have 352 operating beds and are located in Maryland. Simultaneously we leased these facilities to an existing operator.

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OTHER INVESTMENTS

3 Months Ended

Mar. 31, 2016

Receivables [Abstract]

OTHER INVESTMENTS

NOTE 5 – OTHER INVESTMENTS

A summary of our other investments is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	12,000		$	—
Other investment note due 2017; interest at 8.50%		12,099			—
Other investment note due 2019; interest at 10.50%		49,271			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		31,905			26,966
Other investment notes outstanding (1)		58,559			42,293
Other investments, gross		206,834			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	203,832		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 12.0%.

The following is a brief overview of certain notes entered into in 2016.

Other Investment notes due 2017

On February 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in July 2017. As of March 31, 2016, approximately $12.1 million has been drawn and remains outstanding.

On March 1, 2016, we provided an operator a $15.0 million secured working capital note. The working capital note bears interest at 8.5% and matures in March 2017. As of March 31, 2016, approximately $12.0 million has been drawn and remains outstanding.

Other Investment note due 2019

On February 26, 2016, we acquired and funded a $50.0 million mezzanine note at a discount of approximately $0.75 million to a new operator. The mezzanine note bears interest at 10.50% and matures in February 2019.

Other Investment note due 2028

On March 1, 2016, we provided an operator a $20.0 million acquisition note. The acquisition note bears interest at 8.5% (increasing annually by 2.5%) and matures in March 2028.

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ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

ASSETS HELD FOR SALE

NOTE 6 – ASSETS HELD FOR SALE

	Properties Held For Sale
	Number of Properties			Net Book Value (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million impairment charges on 14 facilities to reduce their net book values to their estimated fair value less costs to sell. See Note 2 – Properties and Investments.

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INTANGIBLES

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLES

NOTE 7 – INTANGIBLES

The following is a summary of our intangibles as of March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015
	(in thousands)
Assets:
Goodwill	$	645,568		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(14,619	)		(14,162	)
Net intangible assets	$	9,093		$	8,125
Liabilities:
Below market leases	$	166,486		$	165,331
Accumulated amortization		(59,859	)		(55,131	)
Net intangible liabilities	$	106,627		$	110,200

Goodwill was recorded in connection with the Aviv Merger and Care Homes Transaction (refer to Note 3 – Properties in our Annual Report on Form 10-K for the year ended December 31, 2015) and is shown as a separate line on our Consolidated Balance Sheets. Above market leases and in-place leases, net of accumulated amortization, are included in other assets on our Consolidated Balance Sheets. Below market leases, net of accumulated amortization, are included in accrued expenses and other liabilities on our Consolidated Balance Sheets.

For the three months ended March 31, 2016 and 2015, our net amortization related to intangibles was $4.3 million and $1.2 million, respectively. The estimated net amortization related to these intangibles for the remainder of 2016 and the subsequent four years is as follows: remainder of 2016 – $9.8 million; 2017 – $11.8 million; 2018 – $10.6 million; 2019 – $9.6 million and 2020 – $9.4 million. As of March 31, 2016 the weighted average remaining amortization period of above market leases (inclusive of in-place leases) and in below market leases is approximately five years and 10 years, respectively.

The following is a reconciliation of our goodwill as of March 31, 2016:

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016	$	645,568

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CONCENTRATION OF RISK

3 Months Ended

Mar. 31, 2016

Risks and Uncertainties [Abstract]

CONCENTRATION OF RISK

NOTE 8 – CONCENTRATION OF RISK

As of March 31, 2016, our portfolio of real estate investments consisted of 985 healthcare facilities, located in 42 states and the United Kingdom and operated by 83 third party operators. Our gross investment in these facilities, net of impairments and before reserve for uncollectible loans, totaled approximately $8.4 billion at March 31, 2016, with approximately 99% of our real estate investments related to long-term care facilities. Our portfolio is made up of 800 SNFs, 84 ALFs, 16 specialty facilities, one medical office building, fixed rate mortgages on 53 SNFs and two ALFs, and 29 facilities that are closed/held-for-sale. At March 31, 2016, we also held miscellaneous investments of approximately $203.8 million, consisting primarily of secured loans to third-party operators of our facilities.

At March 31, 2016, the three states in which we had our highest concentration of investments were Ohio (10%), Texas (9%) and Florida (8%). No single operator or manager generated more than 10% of our total revenues for the three months ended March 31, 2016.

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DIVIDENDS AND EQUITY

3 Months Ended

Mar. 31, 2016

Dividends [Abstract]

DIVIDENDS AND EQUITY

NOTE 9 – DIVIDENDS AND EQUITY

On April 14, 2016, the Board of Directors declared a common stock dividend of $0.58 per share, increasing the quarterly common dividend by $0.01 per share over the prior quarter, to be paid May 16, 2016 to common stockholders of record on May 2, 2016.

On January 14, 2016, the Board of Directors declared a common stock dividend of $0.57 per share, increasing the quarterly common dividend by $0.01 per share over the previous quarter. The common dividends were paid February 16, 2016 to common stockholders of record as of February 2, 2016.

Dividend Reinvestment and Common Stock Purchase Plan

For the three-month period ended March 31, 2016, approximately 0.7 million shares of our common stock at an average price of $29.84 per share were issued through our Dividend Reinvestment and Common Stock Purchase Program for gross proceeds of approximately $19.7 million.

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TAXES

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

TAXES

NOTE 10 – TAXES

Since our inception, we have elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code (the “Code”). A REIT is generally not subject to federal income tax on that portion of its REIT taxable income which is distributed to its stockholders, provided that at least 90% of such taxable income is distributed and certain other requirements are met, including an asset and income test. So long as we qualify as a REIT under the Code, we generally will not be subject to federal income taxes on the REIT taxable income that we distribute to stockholders, subject to certain exceptions.

If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income taxes on its taxable income at regular corporate rates and dividends paid to our stockholders will not be deductible by us in computing taxable income. Further, we will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year in which qualification is denied, unless the Internal Revenue Service grants us relief under certain statutory provisions. Failing to qualify as a REIT could materially and adversely affect the Company’s net income; however, we believe we are organized and operate in such a manner as to qualify for treatment as a REIT. On a quarterly and annual basis, we test our compliance within the REIT taxation rules to ensure that we are in compliance with the REIT rules. We review our distributions and projected distributions each year to ensure we have met and will meet the annual REIT distribution requirements. In 2016, we expect to distribute dividends in excess of our taxable income.

As a result of our UPREIT Conversion, our Company and its subsidiaries may be subject to income or franchise taxes in certain states and municipalities. Also, as a result of our UPREIT Conversion, we created five wholly owned subsidiary REITs that are subject to all of the REIT qualification rules set forth in the Code. In December 2015, we merged the five wholly owned subsidiary REITs into one wholly owned subsidiary REIT which is subject to all of the REIT qualification rules set forth in the Code.

Subject to the limitation under the REIT asset test rules, we are permitted to own up to 100% of the stock of one or more taxable REIT subsidiaries (“TRSs”). We have elected for two of our active subsidiaries to be treated as TRSs. One of our TRSs is subject to federal, state and local income taxes at the applicable corporate rates and the other is subject to foreign income taxes. As of March 31, 2016, our TRS that is subject to federal, state and local income taxes at the applicable corporate rates had a net operating loss carry-forward of approximately $0.9 million. The loss carry-forward is fully reserved as of March 31, 2016 with a valuation allowance due to uncertainties regarding realization.

During the first quarter of 2016, we recorded approximately $0.1 million of state and local income tax provision and approximately $0.1 million of provision for foreign income taxes.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

STOCK-BASED COMPENSATION

NOTE 11 – STOCK-BASED COMPENSATION

Stock-based compensation expense was $2,778 and $1,610 for the three- month periods ended March 31, 2016 and 2015, respectively.

Restricted Stock and Restricted Stock Units

Restricted stock and restricted stock units (“RSUs”) are subject to forfeiture if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. Prior to vesting, ownership of the shares/units cannot be transferred. Restricted stock has the same dividend and voting rights as our common stock. RSUs accrue dividend equivalents but have no voting rights. Restricted stock and RSUs are valued at the price of our common stock on the date of grant. We expense the cost of these awards ratably over their vesting period.

The RSUs assumed from Aviv as part of the Aviv Merger were valued at the closing price of our stock on the date of the transaction. The portion of the vesting accruing prior to the acquisition was recorded as part of the purchase price consideration. The expense associated with the vesting that will occur after the date of the transaction will be recorded as stock compensation expense ratably over the remaining life of the RSUs.

We awarded 131,006 RSUs to employees on March 17, 2016.

Performance Restricted Stock Units and LTIP Units

Performance restricted stock units (“PRSUs”) and long term incentive plan units (“LTIP Units”) are subject to forfeiture if the performance requirements are not achieved or if the holder’s service to us terminates prior to vesting, subject to certain exceptions for certain qualifying terminations of employment or a change in control of the Company. The PRSUs and the LTIP Units have varying degrees of performance requirements to be earned and vested, and each PRSU and LTIP Units award represents the right to a variable number of shares of common stock or partnership units. Each LTIP Unit once earned and vested is convertible into one Omega OP Unit in Omega OP, subject to certain conditions. The earning requirements are based on either the (i) total shareholder return (“TSR”) of Omega or (ii) Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR (both “Relative TSR”). Vesting in general requires that the employee remain employed by us until the date specified in the applicable PRSU agreement, which may be later than the date that the TSR or Relative TSR requirements are satisfied. We expense the cost of these awards ratably over their service period.

Prior to vesting and the distribution of shares, ownership of the PRSUs cannot be transferred. Dividend equivalents on the PRSUs accumulate and with respect to PRSUs granted before 2015 are paid when the PRSUs vest and with respect to PRSUs granted in 2015 or later are paid once the PRSUs are earned. While each LTIP Unit is unearned, the employee receives a partnership distribution equal to 10% of the quarterly approved regular periodic distributions per Omega OP Unit. The remaining partnership distributions (which in the case of normal periodic distributions is equal to the total approved quarterly dividend on Omega’s common stock) on the LTIP Units accumulate, and if the LTIP Units are earned, the accumulated distributions are paid.

The number of shares or units earned under the TSR PRSUs or LTIP Units depends generally on the level of achievement of Omega’s TSR over the indicated performance period. We awarded 372,069 LTIP Units to employees on March 17, 2016.

The number of shares earned under the Relative TSR PRSUs depends generally on the level of achievement of Omega’s TSR relative to other real estate investment trusts in the MSCI U.S. REIT Index or FTSE NAREIT Equity Health Care Index TSR over the performance period indicated. We awarded 307,480 Relative TSR PRSUs to employees on March 17, 2016.

The following table summarizes our total unrecognized compensation cost as of March 31, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees:

	Grant Year	Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU	2013		195,822	$	29.80	$	5.8		36	$	1.4	N/A	12/31/14 - 12/31/16
2014 RSU	2014		106,778		29.80		3.2		36		0.8	N/A	12/31/2016
3/31/15 RSU	2015		109,985		40.57		4.5		33		2.8	N/A	12/31/2017
4/1/15 RSU	2015		40,464		40.74		1.6		33		1.1	N/A	12/31/2017
Assumed Aviv RSU	2015		18,920		24.92		0.5		21		0.2	N/A	12/31/2016
Assumed Aviv RSU	2015		7,799		35.08		0.3		33		0.2	N/A	12/31/15-12/31/17
3/17/16 RSU	2016		131,006		34.78		4.6		33		4.5	N/A	12/31/2018
Restricted Stock Units Total			610,774	$	33.45	$	20.5			$	11.0
TSR PRSUs and LTIP Units
2016 Transition TSR	2013		101,591		8.67		0.9		36		0.2	12/31/2013-12/31/2016	12/31/2016
2016 TSR	2014		135,634		8.67		1.2		48		0.5	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units	2015		137,249		14.66		2.0		45		1.5	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units	2015		54,151		14.80		0.8		45		0.6	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR	2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units	2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units	2016		372,069		13.21		4.9		45		4.9	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total			828,608	$	12.44	$	10.3			$	7.7
Relative TSR PRSUs
2016 Transition Relative TSR	2013		101,588		14.24		1.4		36		0.4	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR	2014		135,634		14.24		1.9		48		0.8	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR	2015		137,249		22.50		3.1		45		2.3	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR	2015		54,151		22.91		1.2		45		0.9	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR	2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR	2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR	2016		307,480		16.45		5.1		45		5.0	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total			764,028	$	17.41	$	13.2			$	9.4
Grand Total			2,203,410	$	19.99	$	44.0			$	28.1

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

Director Restricted Stock Grants

As of March 31, 2016, we had 51,999 shares of restricted stock outstanding to directors. The directors’ restricted shares are scheduled to vest over the next three years. As of March 31, 2016, the unrecognized compensation cost associated with outstanding director restricted stock grants is approximately $1.2 million.

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BORROWING ACTIVITIES AND ARRANGEMENTS

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

BORROWING ACTIVITIES AND ARRANGEMENTS

NOTE 12 – BORROWING ACTIVITIES AND ARRANGEMENTS

Secured and Unsecured Borrowings

The following is a summary of our long-term borrowings:

		Rate as of March 31,			March 31,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
GE term loan	2019		4.11	%	$	180,000		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,895			56,204
Total secured borrowings						235,895			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.73	%		530,000			230,000
Tranche A-1 term loan	2019		1.93	%		200,000			200,000
Tranche A-2 term loan	2017		1.94	%		200,000			200,000
Tranche A-3 term loan	2021		1.93	%		350,000			—
Omega OP term loan	2017		1.94	%		100,000			100,000
2015 term loan	2022		2.23	%		250,000			250,000
						1,630,000			980,000
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Subordinated debt	2021		9.00	%		20,000			20,000
						2,370,000			2,370,000
Discount - net						(16,703	)		(17,118	)
Total unsecured borrowings						3,983,297			3,332,882
Total – net					$	4,219,192		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2016 excluding a third-party administration fee of approximately 0.5%. Secured by real estate assets with a net carrying value of $68.6 million.

Certain of our other secured and unsecured borrowings are subject to customary affirmative and negative covenants, including financial covenants. As of March 31, 2016 and December 31, 2015, we were in compliance with all affirmative and negative covenants, including financial covenants, for our secured and unsecured borrowings.

Bank Credit Facilities

On January 29, 2016, we amended our Omega Credit Facilities (as defined below) to add a $350 million senior unsecured incremental term loan facility. As a result of the amendment, the Omega Credit Facilities now include a $1.25 billion senior unsecured revolving credit facility (the “Revolving Credit Facility”), a $200 million senior unsecured term loan facility (the “Tranche A-1 Term Loan Facility”), a $200 million senior unsecured incremental term loan facility (the “Tranche A-2 Term Loan Facility”) and a $350 million senior unsecured incremental term loan facility (the “Tranche A-3 Term Loan Facility” and, together with the Revolving Credit Facility, the Tranche A-1 Term Loan Facility and the Tranche A-2 Term Loan Facility, collectively, the “Omega Credit Facilities”). The Tranche A-1 Term Loan Facility, the Tranche A-2 Term Loan Facility and the Tranche A-3 Term Loan Facility may be referred to collectively herein as the “Omega Term Loan Facilities”.

The Tranche A-3 Term Loan Facility bears interest at LIBOR plus an applicable percentage (beginning at 150 basis points, with a range of 100 to 195 basis points) based on our ratings from Standard & Poor’s, Moody’s and/or Fitch Ratings. The Tranche A-3 Term Loan Facility matures on January 29, 2021.

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FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

FINANCIAL INSTRUMENTS

NOTE 13 – FINANCIAL INSTRUMENTS

At March 31, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows:

	March 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	9,407	$	9,407	$	5,424	$	5,424
Restricted cash		12,327		12,327		14,607		14,607
Investments in direct financing leases – net		590,622		587,297		587,701		584,358
Mortgage notes receivable – net		660,569		672,427		679,795		687,130
Other investments – net		203,832		203,751		89,299		90,745
Total	$	1,476,757	$	1,485,209	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	530,000	$	530,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
5.875% notes due 2024 – net		400,000		431,815		400,000		429,956
4.95% notes due 2024 – net		395,475		404,036		395,333		403,064
4.50% notes due 2025 – net		248,152		241,082		248,099		242,532
5.25% notes due 2026 – net		598,384		610,605		598,343		612,760
4.50% notes due 2027 – net		690,705		666,652		690,494		667,651
GE term loan due 2019		180,000		180,000		180,000		180,000
HUD debt – net		55,895		54,319		56,204		52,678
Subordinated debt – net		20,581		24,342		20,613		24,366
Total	$	4,219,192	$	4,242,851	$	3,569,086	$	3,593,007

Fair value estimates are subjective in nature and are dependent on a number of important assumptions, including estimates of future cash flows, risks, discount rates and relevant comparable market information associated with each financial instrument (see Note 2 – Summary of Significant Accounting Policies in our Annual Report on Form 10-K for the year ended December 31, 2015). The use of different market assumptions and estimation methodologies may have a material effect on the reported estimated fair value amounts.

The following methods and assumptions were used in estimating fair value disclosures for financial instruments.

· Cash and cash equivalents and restricted cash: The carrying amount of cash and cash equivalents and restricted cash reported in the Consolidated Balance Sheets approximates fair value because of the short maturity of these instruments (i.e., less than 90 days) (Level 1).

· Direct financing leases: The fair value of the investments in direct financing leases are estimated using a discounted cash flow analysis, using interest rates being offered for similar leases to borrowers with similar credit ratings (Level 3).

· Mortgage notes receivable: The fair value of the mortgage notes receivables are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Other investments: Other investments are primarily comprised of notes receivable. The fair values of notes receivable are estimated using a discounted cash flow analysis, using interest rates being offered for similar loans to borrowers with similar credit ratings (Level 3).

· Revolving line of credit and term loans: The fair value of our borrowings under variable rate agreements are estimated using an expected present value technique based on expected cash flows discounted using the current market rates (Level 3).

· Senior notes and subordinated debt: The fair value of our borrowings under fixed rate agreements are estimated using an expected present value technique based on open market trading activity provided by a third party (Level 2).

· HUD debt: The fair value of our borrowings under HUD debt agreements are estimated using an expected present value technique based on quotes obtained by HUD debt brokers (Level 2).

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LITIGATION

3 Months Ended

Mar. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

LITIGATION

NOTE 14 – LITIGATION

We are subject to various legal proceedings, claims and other actions arising out of the normal course of business. While any legal proceeding or claim has an element of uncertainty, management believes that the outcome of each lawsuit, claim or legal proceeding that is pending or threatened, or all of them combined, will not have a material adverse effect on our consolidated financial position or results of operations.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2016

Net Income Available To Common Per Share

EARNINGS PER SHARE

NOTE 15 – EARNINGS PER SHARE

The computation of basic earnings per share (“EPS”) is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the relevant period. Diluted EPS is computed using the treasury stock method, which is net income divided by the total weighted-average number of common outstanding shares plus the effect of dilutive common equivalent shares during the respective period. Dilutive common shares reflect the assumed issuance of additional common shares pursuant to certain of our share-based compensation plans, including stock options, restricted stock and performance restricted stock units and the assumed issuance of additional shares related to Omega OP Units held by outside investors.

The following tables set forth the computation of basic and diluted earnings per share:

	Three Months Ended March 31,
	2016			2015
	(in thousands, except per  share amounts)
Numerator:
Net income	$	58,196		$	43,052
Less: Net income attributable to noncontrolling interests		(2,641	)		—
Net income available to common stockholders	$	55,555		$	43,052
Denominator:
Denominator for basic earnings per share		188,228			134,346
Effect of dilutive securities:
Common stock equivalents		1,175			460
Noncontrolling interest – OP units		8,947			—
Denominator for diluted earnings per share		198,350			134,806
Earnings per share – basic:
Net income available to common stockholders	$	0.30		$	0.32
Earnings per share – diluted:
Net income	$	0.29		$	0.32

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CONSOLIDATING FINANCIAL STATEMENTS

3 Months Ended

Mar. 31, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

CONSOLIDATING FINANCIAL STATEMENTS

NOTE 16 – CONSOLIDATING FINANCIAL STATEMENTS

As of March 31, 2016, we had outstanding: (i) $400 million 5.875% Senior Notes due 2024, (ii) $400 million 4.95% Senior Notes due 2024, (iii) $250 million 4.5% Senior Notes due 2025, (iv) $600 million 5.25% Senior Notes due 2026 and (v) $700 million 4.5% Senior Notes due 2027 (collectively, the “Senior Notes”). The Senior Notes are fully and unconditionally guaranteed, jointly and severally, by each of our subsidiaries that guarantee other indebtedness of Omega or any of the subsidiary guarantors. All of our subsidiaries that guarantee the Senior Notes also guarantee amounts outstanding under the Omega Credit Facilities and 2015 term loan listed in Note 12 – Borrowing Activities and Arrangements. In addition, all such subsidiary guarantors that are subsidiaries of Omega OP also guarantee amounts outstanding under the Omega OP term loan listed in Note 12 – Borrowing Activities and Arrangements.

The following summarized condensed consolidating financial information segregates the financial information of the non-guarantor subsidiaries from the financial information of Omega Healthcare Investors, Inc. and the subsidiary guarantors under the Senior Notes. Our non-guarantor subsidiaries include, among others, all subsidiaries securing secured debt that is currently outstanding and our U.K. subsidiaries. The results and financial position of acquired entities are included from the dates of their respective acquisitions.

The 2015 financial statements presented below have been adjusted to reflect our current guarantor and non-guarantor relationships as of March 31, 2016.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,518,739		$	570,221		$	—		$	7,088,960
Less accumulated depreciation		(1,034,122	)		(32,901	)		—			(1,067,023	)
Real estate properties – net		5,484,617			537,320			—			6,021,937
Investment in direct financing leases		590,622			—			—			590,622
Mortgage notes receivable – net		660,569			—			—			660,569
		6,735,808			537,320			—			7,273,128
Other investments – net		203,832			—			—			203,832
		6,939,640			537,320			—			7,476,960
Assets held for sale – net		73,589			—			—			73,589
Total investments		7,013,229			537,320			—			7,550,549
Cash and cash equivalents		8,985			422			—			9,407
Restricted cash		7,106			5,221			—			12,327
Accounts receivable – net		202,947			5,322			—			208,269
Goodwill		630,678			14,890			—			645,568
Investment in affiliates		433,085			3,717			(436,802	)		—
Other assets		60,728			128,604			—			189,332
Total assets	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452
LIABILITIES AND EQUITY
Revolving line of credit	$	530,000		$	—		$	—		$	530,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			369,518			(133,623	)		235,895
Unsecured borrowings – net		2,353,297			—			—			2,353,297
Accrued expenses and other liabilities		320,928			8,004			—			328,932
Deferred income taxes		—			14,795			—			14,795
Intercompany payable		—			10,916			(10,916	)		—
Total liabilities		4,304,225			403,233			(144,539	)		4,562,919
Stockholders’ equity:
Common stock		18,817			—			—			18,817
Equity investment in affiliates		—			274,634			(274,634	)		—
Common stock – additional paid-in capital		4,629,423			—			—			4,629,423
Cumulative net earnings		1,428,077			17,564			(17,564	)		1,428,077
Cumulative dividends paid		(2,361,580	)		—			—			(2,361,580	)
Accumulated other comprehensive income (loss)		(21,702	)		103			(103	)		(21,702	)
Total stockholders’ equity		3,693,035			292,301			(292,301	)		3,693,035
Noncontrolling interest		359,498			(38	)		38			359,498
Total equity		4,052,533			292,263			(292,263	)		4,052,533
Total liabilities and equity	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable – net		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments – net		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investment in affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Stockholders’ equity:
Common stock		18,740			—			—			18,740
Equity investment in affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive income (loss)		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination		Consolidated
Revenue
Rental income	$	163,393		$	13,310		$	-	$	176,703
Income from direct financing leases		15,442			-			-		15,442
Mortgage interest income		16,606			-			-		16,606
Other investment income – net		4,128			-			-		4,128
Total operating revenues		199,569			13,310			-		212,879
Expenses
Depreciation and amortization		57,279			5,154			-		62,433
General and administrative		10,343			112			-		10,455
Acquisition costs		2,429			1,342			-		3,771
Impairment loss on real estate properties		34,340			218			-		34,558
Provisions for uncollectible mortgages, notes and accounts receivable		1,862			3,262			-		5,124
Total operating expenses		106,253			10,088			-		116,341
Income before other income and expense		93,316			3,222			-		96,538
Other income (expense):
Interest income		5			3			-		8
Interest expense		(33,389	)		(3,833	)		-		(37,222	)
Interest – amortization of deferred financing costs		(2,126	)		(6	)		-		(2,132	)
Interest – refinancing costs		(298	)		-			-		(298	)
Realized loss on foreign exchange		(22	)		-			-		(22	)
Equity in earnings		(682	)		-			682		-
Total other expense		(36,512	)		(3,836	)		682		(39,666	)
Income before gain (loss) on assets sold		56,804			(614	)		682		56,872
Gain on assets sold - net		1,571			-			-		1,571
Income from continuing operations before income taxes		58,375			(614	)		682		58,443
Income taxes		(141	)		(106	)		-		(247	)
Net income		58,234			(720	)		682		58,196
Net income attributable to noncontrolling interest		(2,679	)		38			-		(2,641	)
Net income available to common stockholders	$	55,555		$	(682	)	$	682	$	55,555
Net income	$	58,234		$	(720	)	$	682	$	58,196
Other comprehensive loss – foreign currency translation		(4,730	)		-			-		(4,730	)
Other comprehensive loss – cash flow hedges		(8,876	)		-			-		(8,876	)
Total comprehensive income		44,628			(720	)		682		44,590
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest		(2,063	)		38			-		(2,025	)
Comprehensive income attributable to common stockholders	$	42,565		$	(682	)	$	682	$	42,565

CONSOLIDATING STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	98,589		$	2,375		$	-		$	100,964
Income from direct financing leases		14,346			-			-			14,346
Mortgage interest income		16,579			-			-			16,579
Other investment income – net		1,531			-			-			1,531
Total operating revenues		131,045			2,375			-			133,420
Expenses
Depreciation and amortization		29,611			999			-			30,610
General and administrative		5,985			29			-			6,014
Acquisition costs		4,868			-			-			4,868
Provision for impairment on real estate properties		5,982			-			-			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		-			-			(2	)
Total operating expenses		46,444			1,028			-			47,472
Income before other income and expense		84,601			1,347			-			85,948
Other income (expense):
Interest income		190			3			-			193
Interest expense		(31,842	)		(517	)		-			(32,359	)
Interest – amortization of deferred financing costs		(1,348	)		(5	)		-			(1,353	)
Interest – refinancing costs		(9,377	)		-			-			(9,377	)
Equity in earnings		828			-			(828	)		-
Total other expense		(41,549	)		(519	)		(828	)		(42,896	)
Net income available to common stockholders	$	43,052		$	828		$	(828	)	$	43,052

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	58,234		$	(720	)	$	682		$	58,196
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		57,279			5,154			—			62,433
Provision for impairment on real estate properties		34,340			218			—			34,558
Provision for uncollectible mortgages, notes and accounts receivable		1,862			3,262			—			5,124
Amortization of deferred financing and refinancing costs		2,424			6			—			2,430
Accretion of direct financing leases		(2,921	)		—			—			(2,921	)
Stock-based compensation		2,778			—			—			2,778
Gain on assets sold – net		(1,571	)		—			—			(1,571	)
Amortization of acquired in-place leases - net		(4,300	)		—			—			(4,300	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		581			(21	)		—			560
Straight-line rent receivables		(9,111	)		(836	)		—			(9,947	)
Lease inducements		647			—			—			647
Effective yield receivable on mortgage notes		(819	)		—			—			(819	)
Other operating assets and liabilities		(10,793	)		(8,514	)		(682	)		(19,989	)
Net cash provided by (used in) operating activities		128,630			(1,451	)		—			127,179
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(401,700	)		(14,404	)		—			(416,104	)
Investment in construction in progress		(16,316	)		—			—			(16,316	)
Deposit to acquire real estate		—			(113,816	)		—			(113,816	)
Investment in U.K. subsidiary		(127,239	)		127,239			—			—
Placement of mortgage loans		(6,162	)		—			—			(6,162	)
Proceeds from sale of real estate investments		2,392			—			—			2,392
Capital improvements to real estate investments		(9,004	)		(540	)		—			(9,544	)
Proceeds from other investments		1,461			—			—			1,461
Investments in other investments		(116,003	)		—			—			(116,003	)
Collection of mortgage principal		312			—			—			312
Net cash used in investing activities		(672,259	)		(1,521	)		—			(673,780	)
Cash flows from financing activities
Proceeds from credit facility borrowings		670,000			—			—			670,000
Payments on credit facility borrowings		(370,000	)		—			—			(370,000	)
Receipts of other long-term borrowings		350,000			—			—			350,000
Payments of other long-term borrowings		—			(309	)		—			(309	)
Payments of financing related costs		(3,552	)		(24	)		—			(3,576	)
Receipts from dividend reinvestment plan		19,596			—			—			19,596
Payments for exercised options and restricted stock – net		(2,381	)		—			—			(2,381	)
Dividends paid		(107,500	)		—			—			(107,500	)
Redemption of OP Units		(10	)		—			—			(10	)
Distributions to OP Unit Holders		(5,131	)		—			—			(5,131	)
Net cash provided by (used in) financing activities		551,022			(333	)		—			550,689
Increase (decrease) in cash and cash equivalents		7,393			(3,305	)		—			4,088
Effect of foreign currency translation on cash and cash equivalents		—			(105	)		—			(105	)
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	8,985		$	422		$	—		$	9,407

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	43,052		$	828		$	(828	)	$	43,052
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		29,611			999			—			30,610
Provision for impairment on real estate properties		5,982			—			—			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		—			—			(2	)
Amortization of deferred financing and refinancing costs		10,725			5			—			10,730
Accretion of direct financing leases		(2,614	)		—			—			(2,614	)
Stock-based compensation		1,610			—			—			1,610
Amortization of acquired in-place leases - net		(1,192	)		—			—			(1,192	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		(196	)		—			—			(196	)
Straight-line rent receivables		(5,124	)		(151	)		—			(5,275	)
Lease inducements		(2,110	)		—			—			(2,110	)
Effective yield receivable on mortgage notes		(1,120	)		—			—			(1,120	)
Other operating assets and liabilities		23,373			(382	)		828			23,819
Net cash provided by operating activities		101,995			1,299			—			103,294
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(6,300	)		—			—			(6,300	)
Investment in construction in progress		(5,851	)		—			—			(5,851	)
Placement of mortgage loans		(2,002	)		—			—			(2,002	)
Proceeds from sale of real estate investments		255			—			—			255
Capital improvements to real estate investments		(4,605	)		(999	)		—			(5,604	)
Proceeds from other investments		2,155			—			—			2,155
Investments in other investments		(1,468	)		—			—			(1,468	)
Collection of mortgage principal		288			—			—			288
Net cash used in investing activities		(17,528	)		(999	)		—			(18,527	)
Cash flows from financing activities
Proceeds from credit facility borrowings		6,000			—			—			6,000
Payments on credit facility borrowings		(91,000	)		—			—			(91,000	)
Receipts of other long-term borrowings		689,822			—			—			689,822
Payments of other long-term borrowings		(347,583	)		(300	)		—			(347,883	)
Payments of financing related costs		(21,318	)		—			—			(21,318	)
Receipts from dividend reinvestment plan		5,414			—			—			5,414
Payments for exercised options and restricted stock – net		(1,906	)		—			—			(1,906	)
Net proceeds from issuance of common stock		440,019			—			—			440,019
Dividends paid		(68,261	)		—			—			(68,261	)
Net cash provided by (used in) financing activities		611,187			(300	)		—			610,887
Increase in cash and cash equivalents		695,654			—			—			695,654
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	700,143		$	—		$	—		$	700,143

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17 – SUBSEQUENT EVENTS

On April 1, 2016, we acquired 10 care homes (similar to ALFs in the United States) in the United Kingdom from an unrelated third party for approximately $114 million in cash and leased them to an existing operator. The 10 care homes with 743 registered beds were added to the existing operator’s master lease, which has an initial annual cash yield of 7%.

On April 29, 2016, four facilities with a carrying value of approximately $15 million which were held for sale at March 31, 2016 were sold for approximately $24 million. In conjunction with this transaction, the operator also paid us approximately $55 million to retire approximately $50 million of certain mortgages and other investments.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2016

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited consolidated financial statements for Omega have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the interim periods reported herein are not necessarily indicative of results to be expected for the full year. We have evaluated all subsequent events through the date of the filing of this Form 10-Q (refer to Note 17 – Subsequent Events).These unaudited consolidated financial statements should be read in conjunction with the financial statements and the footnotes thereto included in our latest Annual Report on Form 10-K.

Our consolidated financial statements include the accounts of (i) Omega, (ii) Omega OP, and (iii) all direct and indirect wholly owned subsidiaries of Omega. All intercompany transactions and balances have been eliminated in consolidation.

Goodwill Impairment

Goodwill Impairment

We assess goodwill for potential impairment during the fourth quarter of each fiscal year, or during the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the net assets of the reporting unit. In evaluating goodwill for impairment, we first assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the fair value of the reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of the reporting unit is less than its carrying value, then we perform a two-step goodwill impairment test to identify potential impairment and measure the amount of impairment we will recognize, if any. The goodwill is not deductible for tax purposes.

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

Redeemable Limited Partnership Unitholder Interests and Noncontrolling Interests

As of April 1, 2015 and after giving effect to the Aviv Merger, the Company owned approximately 138.8 million Omega OP Units and Aviv OP owned approximately 52.9 million Omega OP Units. Each of the Omega OP Units (other than the Omega OP Units owned by Omega) is redeemable at the election of the Omega OP Unit holder for cash equal to the then-fair market value of one share of Omega common stock, par value $0.10 per share (“Omega Common Stock”), subject to the Company’s election to exchange the Omega OP Units tendered for redemption for unregistered shares of Omega Common Stock on a one-for-one basis, subject to adjustment as set forth in the Partnership Agreement.

Effective June 30, 2015, the Company (through Merger Sub, in its capacity as the general partner of Aviv OP) caused Aviv OP to make a distribution of Omega OP Units held by Aviv OP (or equivalent value) to Aviv OP investors (the “Aviv OP Distribution”) in connection with the liquidation of Aviv OP. As a result of the Aviv OP Distribution, Omega directly and indirectly owned approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units. As a part of the Aviv OP Distribution, Omega settled approximately 0.2 million units via cash settlement. As of March 31, 2016, Omega directly and indirectly owns approximately 95% of the outstanding Omega OP Units, and the other investors own approximately 5% of the outstanding Omega OP Units.

Noncontrolling Interests

Noncontrolling Interests

Noncontrolling interests is the portion of equity in the Omega OP not attributable to the Company. We present the portion of any equity that we do not own in consolidated entities as noncontrolling interests and classify those interests as a component of total equity, separate from total stockholders’ equity, on our Consolidated Balance Sheets. We include net income attributable to the noncontrolling interests in net income in our Consolidated Statements of Operations and Comprehensive Income.

As our ownership of a controlled subsidiary increases or decreases, any difference between the aggregate consideration paid to acquire the noncontrolling interests and our noncontrolling interest balance is recorded as a component of equity in additional paid-in capital, so long as we maintain a controlling ownership interest.

Foreign Operations

Foreign Operations

The U.S. dollar is the functional currency for our consolidated subsidiaries operating in the United States. The functional currency for our consolidated subsidiaries operating in countries other than the United States is the principal currency in which the entity primarily generates and expends cash. For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into the U.S. dollar. We translate assets and liabilities at the exchange rate in effect as of the financial statement date. Gains and losses resulting from this translation are included in accumulated other comprehensive loss (“AOCL”) as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Revenue and expense accounts are translated using an average exchange rate for the period.

We and certain of our consolidated subsidiaries may have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in results of operations, unless it is intercompany debt that is deemed to be long-term in nature and then the adjustments are included in AOCL.

Derivative Instruments

Derivative Instruments

During our normal course of business, we may use certain types of derivative instruments for the purpose of managing interest rate and currency risk. To qualify for hedge accounting, derivative instruments used for risk management purposes must effectively reduce the risk exposure that they are designed to hedge. In addition, at inception of a qualifying cash flow hedging relationship, the underlying transaction or transactions, must be, and are expected to remain, probable of occurring in accordance with the Company’s related assertions. The Company recognizes all derivative instruments, including embedded derivatives required to be bifurcated, as assets or liabilities in the Consolidated Balance Sheets at their fair value which are determined using a market approach and Level 2 inputs. Changes in the fair value of derivative instruments that are not designated in hedging relationships or that do not meet the criteria of hedge accounting are recognized in earnings. For derivatives designated as qualifying cash flow hedging relationships, the change in fair value of the effective portion of the derivatives is recognized in AOCL as a separate component of equity and a proportionate amount of gain or loss is allocated to noncontrolling interest, whereas the change in fair value of the ineffective portion is recognized in earnings. We formally document all relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategy for undertaking various hedge transactions. This process includes designating all derivatives that are part of a hedging relationship to specific forecasted transactions as well as recognized obligations or assets in the Consolidated Balance Sheets. We also assess and document, both at inception of the hedging relationship and on a quarterly basis thereafter, whether the derivatives are highly effective in offsetting the designated risks associated with the respective hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, or that it is probable the underlying forecasted transaction will not occur, we discontinue hedge accounting prospectively and record the appropriate adjustment to earnings based on the current fair value of the derivative. As a matter of policy, we do not use derivatives for trading or speculative purposes. At March 31, 2016 and December 31, 2015, we had $9.6 million and $0.7 million, respectively, of qualifying cash flow hedges recorded at fair value in accrued expenses and other liabilities on our Consolidated Balance Sheets.

Accounts Receivable

Accounts Receivable

Accounts receivable includes: contractual receivables, effective yield interest receivables, straight-line rent receivables and lease inducements, net of an estimated provision for losses related to uncollectible and disputed accounts. Contractual receivables relate to the amounts currently owed to us under the terms of our lease and loan agreements.  Effective yield interest receivables relate to the difference between the interest income recognized on an effective yield basis over the term of the loan agreement and the interest currently due to us according to the contractual agreement. Straight-line receivables relate to the difference between the rental revenue recognized on a straight-line basis and the amounts currently due to us according to the contractual agreement.  Lease inducements result from value provided by us to the lessee, at the inception or renewal of the lease, and are amortized as a reduction of rental revenue over the non-cancellable lease term. 

On a quarterly basis, we review our accounts receivable to determine their collectability. The determination of collectability of these assets requires significant judgment and is affected by several factors relating to the credit quality of our operators that we regularly monitor, including (i) payment history, (ii) the age of the contractual receivables, (iii) the current economic conditions and reimbursement environment, (iv) the ability of the tenant to perform under the terms of their lease and/or contractual loan agreements and (v) the value of the underlying collateral of the agreement.  If we determine collectability of any of our contractual receivables is at risk, we estimate the potential uncollectible amounts and provide an allowance.  In the case of a lease recognized on a straight-line basis, a mortgage recognized on an effective yield basis or the existence of lease inducements, we generally provide an allowance for straight-line, effective interest, and or lease inducement accounts receivable when certain conditions or indicators of adverse collectability are present.

A summary of our net receivables by type is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	7,885		$	8,452
Effective yield interest receivables		8,636			9,028
Straight-line receivables		181,715			175,709
Lease inducements		10,335			10,982
Allowance		(302	)		(309	)
Accounts receivable – net	$	208,269		$	203,862

In the first quarter of 2016, we entered into agreements to transition 27 facilities from one of our former operators to a current operator. As a result of the transition, we wrote off approximately $3.4 million of straight line receivable from the former operator.

We continuously evaluate the payment history and financial strength of our operators and have historically established allowance reserves for straight-line rent receivables for operators that do not meet our requirements. We consider factors such as payment history and the operator’s financial condition as well as current and future anticipated operating trends when evaluating whether to establish allowance reserves.

Related Party Transactions

Related Party Transactions

The Company has a policy which generally requires related party transactions to be approved or ratified by the Audit Committee. A member of the Board of Directors of the Company, together with certain members of his immediate family, beneficially owned approximately 34% of the equity of Laurel Healthcare Holdings, Inc. (“Laurel”). On February 1, 2016, we acquired 10 SNFs from Laurel for approximately $169.0 million in cash and leased them to an unrelated existing operator. Immediately following our acquisition, the unrelated existing operator acquired all of the outstanding equity interests of Laurel, including the interests previously held by a director of the Company and his family.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. ASU 2014-09 is effective for the Company beginning January 1, 2018. We are continuing to evaluate this guidance; however, we do not expect its adoption to have a significant impact on our consolidated financial statements, as a substantial portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU 2014-09.

In February 2015, the FASB issued ASU No. 2015-02, Amendments to the Consolidation Analysis (“ASU 2015-02”), which amends certain requirements for determining whether a variable interest entity must be consolidated. The amendments in ASU 2015-02 are effective for annual and interim reporting periods of public entities beginning after December 31, 2015 and were adopted by the Company during the quarter ended March 31, 2016. The effect of this guidance was immaterial to the Company’s consolidated results of operations, financial position and cash flows.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall, which makes limited amendments to the guidance in U.S. GAAP on the classification and measurement of financial instruments. The new standard significantly revises an entity's accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. It also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods therein. Early adoption is permitted specifically for the amendments pertaining to the presentation of certain fair value changes for financial liabilities measured at fair value.  Early adoption of all other amendments is not permitted. Upon adoption, the Company will be required to make a cumulative-effect adjustment to the Consolidated Balance Sheet as of the beginning of the first reporting period in which the guidance is effective. We are currently evaluating the impact of adopting ASU 2016-01 on our consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 will be effective for the Company beginning January 1, 2019. Early adoption of ASU 2016-02 as of its issuance is permitted. The new standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. We are currently evaluating the impact of adopting ASU 2016-02 on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718) (“ASU 2016-09”). ASU 2016-09 amends the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for annual and interim reporting periods of public entities beginning after December 15, 2017, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2016-09 on our consolidated financial statements.

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Schedule of summary of net receivables

 A summary of our net receivables by type is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Contractual receivables	$	7,885		$	8,452
Effective yield interest receivables		8,636			9,028
Straight-line receivables		181,715			175,709
Lease inducements		10,335			10,982
Allowance		(302	)		(309	)
Accounts receivable – net	$	208,269		$	203,862

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PROPERTIES AND INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Real Estate [Abstract]

Schedule of summary of significant acquisitions

The following tables summarize the significant acquisitions that occurred in 2016.

	Number of Facilities							Land			Building & Site Improvements			Furniture & Fixtures			Initial Cash
Period	SNF	ALF	Country/ State	Total Investment				(in millions)									Yield (%)
Q1	-	1	UK		$	8.3			$	1.4		$	6.7		$	0.2		7.00
Q1	-	1	UK			6.1	(1)			0.6			5.3			0.2		7.00
Q1	10	-	OH, VA, MI			169.0	(1) (3)			10.5			152.5			6.0		8.50
Q1	-	-	FL			2.5	(2)			2.5			-			-		-
Q1	-	2	GA			20.2				0.8			18.3			1.1		7.50
Q1	3	-	MD			25.0				2.5			19.9			2.6		8.50
Q1	21	-	VA, NC			212.5	(1)			19.3			181.1			12.1		8.50
Total	34	4			$	443.6			$	37.6		$	383.8		$	22.2

(1) The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

(2) Accounted for as an asset acquisition.

(3) Acquired from a related party. Refer to Note -1 Related Party Transactions.

Schedule of allocation of the assets acquired and liabilities assumed

The following table highlights the final allocation of the assets acquired, liabilities assumed and consideration transferred on April 1, 2015 (in thousands):

Fair value of net assets acquired:
Land and buildings	$	3,107,530
Investment in direct financing leases		26,823
Mortgages notes receivable		19,246
Other investments		23,619
Total investments		3,177,218
Goodwill		630,679
Accounts receivables and other assets		17,144
Cash acquired		84,858
Accrued expenses and other liabilities		(223,002	)
Debt		(1,410,637	)
Fair value of net assets acquired	$	2,276,260

Schedule of unaudited pro forma results of business acquisition

	Pro Forma
	Three Months Ended
	March 31, 2015
	(in thousands, except per  share amounts, unaudited)
Pro Forma Revenues	$	202,531
Pro Forma Net income	$	66,521
Earnings per share – diluted:
Net income – as reported	$	0.32
Net income – pro forma	$	0.35

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DIRECT FINANCING LEASES (Tables)

3 Months Ended

Mar. 31, 2016

Leases, Capital [Abstract]

Schedule of components of investment in direct financing leases

The components of investments in direct financing leases consist of the following:

	March 31,			December 31,
	2016			2015
	(in thousands)
Minimum lease payments receivable	$	4,308,355		$	4,320,876
Less unearned income		(3,717,733	)		(3,733,175	)
Investment in direct financing leases - net	$	590,622		$	587,701
Properties subject to direct financing leases		59			59

Schedule of minimum rents due under direct financing lease for the next five years

As of March 31, 2016, the following minimum rents are due under our direct financing leases for the next five years (in thousands):

Year 1	Year 2	Year 3	Year 4	Year 5
$50,250	$50,961	$52,225	$53,507	$54,778

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MORTGAGE NOTES RECEIVABLE (Tables)

3 Months Ended

Mar. 31, 2016

Mortgage Notes Receivable Investments [Abstract]

Schedule of outstanding principal amounts of mortgage notes receivable, net of allowances

The outstanding principal amounts of mortgage notes receivable, net of allowances, were as follows:

	March 31,		December 31,
	2016		2015
	(in thousands)
Mortgage note due 2023; interest at 11.00%	$	69,928	$	69,928
Mortgage note due 2024; interest at 9.79%		112,500		112,500
Mortgage note due 2029; interest at 9.23%		413,095		413,399
Other mortgage notes outstanding (1)		65,046		83,968
Mortgage notes receivable, gross		660,569		679,795
Allowance for loss on mortgage notes receivable		—		—
Total mortgages — net	$	660,569	$	679,795

⁽¹⁾ Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

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OTHER INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Receivables [Abstract]

Schedule of other investments

A summary of our other investments is as follows:

	March 31,			December 31,
	2016			2015
	(in thousands)
Other investment note due 2017; interest at 8.50%	$	12,000		$	—
Other investment note due 2017; interest at 8.50%		12,099			—
Other investment note due 2019; interest at 10.50%		49,271			—
Other investment note due 2020; interest at 10.00%		23,000			23,000
Other investment note due 2028; interest at 8.50%		20,000			—
Other investment note due 2030; interest at 6.66%		31,905			26,966
Other investment notes outstanding (1)		58,559			42,293
Other investments, gross		206,834			92,259
Allowance for loss on other investments		(3,002	)		(2,960	)
Total other investments	$	203,832		$	89,299

⁽¹⁾ Other investment notes have maturity dates through 2028 and interest rates ranging from 6.50% to 12.0%.

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ASSETS HELD FOR SALE (Tables)

3 Months Ended

Mar. 31, 2016

Property, Plant and Equipment Assets Held-for-sale Disclosure [Abstract]

Schedule of properties held-for-sale

	Properties Held For Sale
	Number of Properties			Net Book Value (in thousands)
December 31, 2015		3		$	6,599
Properties sold (1)		(2	)		(600	)
Properties added (2)		24			67,590
March 31, 2016		25		$	73,589

⁽¹⁾ In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million.

⁽²⁾ In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million impairment charges on 14 facilities to reduce their net book values to their estimated fair value less costs to sell. See Note 2 – Properties and Investments.

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INTANGIBLES (Tables)

3 Months Ended

Mar. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangibles

The following is a summary of our intangibles as of March 31, 2016 and December 31, 2015:

	March 31, 2016			December 31, 2015
	(in thousands)
Assets:
Goodwill	$	645,568		$	645,683
Above market leases	$	23,545		$	21,901
In-place leases		167			386
Accumulated amortization		(14,619	)		(14,162	)
Net intangible assets	$	9,093		$	8,125
Liabilities:
Below market leases	$	166,486		$	165,331
Accumulated amortization		(59,859	)		(55,131	)
Net intangible liabilities	$	106,627		$	110,200

Schedule of reconciliation of goodwill

The following is a reconciliation of our goodwill as of March 31, 2016:

	(in thousands)
Balance as of December 31, 2015	$	645,683
Add: additional valuation adjustments related to preliminary valuations		275
Less: foreign currency translation		(390	)
Balance as of March 31, 2016	$	645,568

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2016

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Schedule of unrecognized compensation cost associated with outstanding restricted stock and PRSU awards and LTIP Unit awards

The following table summarizes our total unrecognized compensation cost as of March 31, 2016 associated with restricted stock, restricted stock units, PRSU awards, and LTIP Unit awards to employees:

	Grant Year	Shares/ Units(1)		Grant Date Average Fair Value Per Unit/ Share		Total Compensation Cost (in millions) (2)		Weighted Average Period of Expense Recognition (in months)		Unrecognized Compensation Cost (in millions)		Performance Period	Vesting Dates
RSUs
2013 RSU	2013		195,822	$	29.80	$	5.8		36	$	1.4	N/A	12/31/14 - 12/31/16
2014 RSU	2014		106,778		29.80		3.2		36		0.8	N/A	12/31/2016
3/31/15 RSU	2015		109,985		40.57		4.5		33		2.8	N/A	12/31/2017
4/1/15 RSU	2015		40,464		40.74		1.6		33		1.1	N/A	12/31/2017
Assumed Aviv RSU	2015		18,920		24.92		0.5		21		0.2	N/A	12/31/2016
Assumed Aviv RSU	2015		7,799		35.08		0.3		33		0.2	N/A	12/31/15-12/31/17
3/17/16 RSU	2016		131,006		34.78		4.6		33		4.5	N/A	12/31/2018
Restricted Stock Units Total			610,774	$	33.45	$	20.5			$	11.0
TSR PRSUs and LTIP Units
2016 Transition TSR	2013		101,591		8.67		0.9		36		0.2	12/31/2013-12/31/2016	12/31/2016
2016 TSR	2014		135,634		8.67		1.2		48		0.5	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 LTIP Units	2015		137,249		14.66		2.0		45		1.5	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 LTIP Units	2015		54,151		14.80		0.8		45		0.6	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Transition TSR	2015		22,091		18.51		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 LTIP Units	2015		5,823		8.78		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 LTIP Units	2016		372,069		13.21		4.9		45		4.9	1/1/2016-12/31/2018	Quarterly in 2019
TSR PRSUs & LTIP Total			828,608	$	12.44	$	10.3			$	7.7
Relative TSR PRSUs
2016 Transition Relative TSR	2013		101,588		14.24		1.4		36		0.4	12/31/2013-12/31/2016	12/31/2016
2016 Relative TSR	2014		135,634		14.24		1.9		48		0.8	1/1/2014-12/31/2016	Quarterly in 2017
3/31/15 2017 Relative TSR	2015		137,249		22.50		3.1		45		2.3	1/1/2015-12/31/2017	Quarterly in 2018
4/1/2015 2017 Relative TSR	2015		54,151		22.91		1.2		45		0.9	1/1/2015-12/31/2017	Quarterly in 2018
7/31/15 2016 Relative TSR	2015		22,100		19.60		0.4		5		-	12/31/2013-12/31/2016	12/31/2016
7/31/15 2017 Relative TSR	2015		5,826		17.74		0.1		5		-	1/1/2015-12/31/2017	12/31/2017
3/17/16 2018 Relative TSR	2016		307,480		16.45		5.1		45		5.0	1/1/2016-12/31/2018	Quarterly in 2019
Relative TSR PRSUs Total			764,028	$	17.41	$	13.2			$	9.4
Grand Total			2,203,410	$	19.99	$	44.0			$	28.1

(1) Shares/units are net of shares cancelled.

(2) Total compensation costs are net of shares cancelled.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Schedule of long-term borrowings

The following is a summary of our long-term borrowings:

		Rate as of March 31,			March 31,			December 31,
	Maturity	2016			2016			2015
					(in thousands)
Secured borrowings:
GE term loan	2019		4.11	%	$	180,000		$	180,000
HUD mortgages assumed December 2011(1)	2044		3.06	%		55,895			56,204
Total secured borrowings						235,895			236,204
Unsecured borrowings:
Revolving line of credit	2018		1.73	%		530,000			230,000
Tranche A-1 term loan	2019		1.93	%		200,000			200,000
Tranche A-2 term loan	2017		1.94	%		200,000			200,000
Tranche A-3 term loan	2021		1.93	%		350,000			—
Omega OP term loan	2017		1.94	%		100,000			100,000
2015 term loan	2022		2.23	%		250,000			250,000
						1,630,000			980,000
2024 notes	2024		5.875	%		400,000			400,000
2024 notes	2024		4.95	%		400,000			400,000
2025 notes	2025		4.50	%		250,000			250,000
2026 notes	2026		5.25	%		600,000			600,000
2027 notes	2027		4.50	%		700,000			700,000
Subordinated debt	2021		9.00	%		20,000			20,000
						2,370,000			2,370,000
Discount - net						(16,703	)		(17,118	)
Total unsecured borrowings						3,983,297			3,332,882
Total – net					$	4,219,192		$	3,569,086

⁽¹⁾ Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2016 excluding a third-party administration fee of approximately 0.5%. Secured by real estate assets with a net carrying value of $68.6 million.

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FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of the carrying amounts and fair values of financial instruments

At March 31, 2016 and December 31, 2015, the carrying amounts and fair values of our financial instruments were as follows:

	March 31, 2016				December 31, 2015
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(in thousands)
Assets:
Cash and cash equivalents	$	9,407	$	9,407	$	5,424	$	5,424
Restricted cash		12,327		12,327		14,607		14,607
Investments in direct financing leases – net		590,622		587,297		587,701		584,358
Mortgage notes receivable – net		660,569		672,427		679,795		687,130
Other investments – net		203,832		203,751		89,299		90,745
Total	$	1,476,757	$	1,485,209	$	1,376,826	$	1,382,264
Liabilities:
Revolving line of credit	$	530,000	$	530,000	$	230,000	$	230,000
Tranche A-1 term loan		200,000		200,000		200,000		200,000
Tranche A-2 term loan		200,000		200,000		200,000		200,000
Tranche A-3 term loan		350,000		350,000		—		—
Omega OP term loan		100,000		100,000		100,000		100,000
2015 term loan		250,000		250,000		250,000		250,000
5.875% notes due 2024 – net		400,000		431,815		400,000		429,956
4.95% notes due 2024 – net		395,475		404,036		395,333		403,064
4.50% notes due 2025 – net		248,152		241,082		248,099		242,532
5.25% notes due 2026 – net		598,384		610,605		598,343		612,760
4.50% notes due 2027 – net		690,705		666,652		690,494		667,651
GE term loan due 2019		180,000		180,000		180,000		180,000
HUD debt – net		55,895		54,319		56,204		52,678
Subordinated debt – net		20,581		24,342		20,613		24,366
Total	$	4,219,192	$	4,242,851	$	3,569,086	$	3,593,007

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2016

Net Income Available To Common Per Share

Schedule of computation of basic and diluted earnings per share

The following tables set forth the computation of basic and diluted earnings per share:

	Three Months Ended March 31,
	2016			2015
	(in thousands, except per  share amounts)
Numerator:
Net income	$	58,196		$	43,052
Less: Net income attributable to noncontrolling interests		(2,641	)		—
Net income available to common stockholders	$	55,555		$	43,052
Denominator:
Denominator for basic earnings per share		188,228			134,346
Effect of dilutive securities:
Common stock equivalents		1,175			460
Noncontrolling interest – OP units		8,947			—
Denominator for diluted earnings per share		198,350			134,806
Earnings per share – basic:
Net income available to common stockholders	$	0.30		$	0.32
Earnings per share – diluted:
Net income	$	0.29		$	0.32

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CONSOLIDATING FINANCIAL STATEMENTS (Tables)

3 Months Ended

Mar. 31, 2016

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Schedule of consolidating balance sheets

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,518,739		$	570,221		$	—		$	7,088,960
Less accumulated depreciation		(1,034,122	)		(32,901	)		—			(1,067,023	)
Real estate properties – net		5,484,617			537,320			—			6,021,937
Investment in direct financing leases		590,622			—			—			590,622
Mortgage notes receivable – net		660,569			—			—			660,569
		6,735,808			537,320			—			7,273,128
Other investments – net		203,832			—			—			203,832
		6,939,640			537,320			—			7,476,960
Assets held for sale – net		73,589			—			—			73,589
Total investments		7,013,229			537,320			—			7,550,549
Cash and cash equivalents		8,985			422			—			9,407
Restricted cash		7,106			5,221			—			12,327
Accounts receivable – net		202,947			5,322			—			208,269
Goodwill		630,678			14,890			—			645,568
Investment in affiliates		433,085			3,717			(436,802	)		—
Other assets		60,728			128,604			—			189,332
Total assets	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452
LIABILITIES AND EQUITY
Revolving line of credit	$	530,000		$	—		$	—		$	530,000
Term loan		1,100,000			—			—			1,100,000
Secured borrowings		—			369,518			(133,623	)		235,895
Unsecured borrowings – net		2,353,297			—			—			2,353,297
Accrued expenses and other liabilities		320,928			8,004			—			328,932
Deferred income taxes		—			14,795			—			14,795
Intercompany payable		—			10,916			(10,916	)		—
Total liabilities		4,304,225			403,233			(144,539	)		4,562,919
Stockholders’ equity:
Common stock		18,817			—			—			18,817
Equity investment in affiliates		—			274,634			(274,634	)		—
Common stock – additional paid-in capital		4,629,423			—			—			4,629,423
Cumulative net earnings		1,428,077			17,564			(17,564	)		1,428,077
Cumulative dividends paid		(2,361,580	)		—			—			(2,361,580	)
Accumulated other comprehensive income (loss)		(21,702	)		103			(103	)		(21,702	)
Total stockholders’ equity		3,693,035			292,301			(292,301	)		3,693,035
Noncontrolling interest		359,498			(38	)		38			359,498
Total equity		4,052,533			292,263			(292,263	)		4,052,533
Total liabilities and equity	$	8,356,758		$	695,496		$	(436,802	)	$	8,615,452

OMEGA HEALTHCARE INVESTORS, INC.

CONSOLIDATING BALANCE SHEET

Unaudited

(in thousands, except per share amounts)

	December 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
ASSETS
Real estate properties
Land and buildings	$	6,184,507		$	559,451		$	—		$	6,743,958
Less accumulated depreciation		(991,314	)		(27,836	)		—			(1,019,150	)
Real estate properties – net		5,193,193			531,615			—			5,724,808
Investment in direct financing leases		587,701			—			—			587,701
Mortgage notes receivable – net		679,795			—			—			679,795
		6,460,689			531,615			—			6,992,304
Other investments – net		89,299			—			—			89,299
		6,549,988			531,615			—			7,081,603
Assets held for sale – net		6,599			—			—			6,599
Total investments		6,556,587			531,615			—			7,088,202
Cash and cash equivalents		1,592			3,832			—			5,424
Restricted cash		8,058			6,549			—			14,607
Accounts receivable – net		196,107			7,755			—			203,862
Goodwill		630,404			15,279			—			645,683
Investment in affiliates		300,409			—			(300,409	)		—
Other assets		53,732			7,499			—			61,231
Total assets	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	$	230,000		$	—		$	—		$	230,000
Term loan		750,000			—			—			750,000
Secured borrowings		—			361,460			(125,256	)		236,204
Unsecured borrowings – net		2,352,882			—			—			2,352,882
Accrued expenses and other liabilities		326,815			6,891			—			333,706
Deferred income taxes		—			15,352			—			15,352
Intercompany payable		(13,673	)		13,673			—			—
Total liabilities		3,646,024			397,376			(125,256	)		3,918,144
Stockholders’ equity:
Common stock		18,740			—			—			18,740
Equity investment in affiliates		—			156,830			(156,830	)		—
Common stock – additional paid-in capital		4,609,474			—			—			4,609,474
Cumulative net earnings		1,372,522			18,246			(18,246	)		1,372,522
Cumulative dividends paid		(2,254,038	)		—			—			(2,254,038	)
Accumulated other comprehensive income (loss)		(8,712	)		77			(77	)		(8,712	)
Total stockholders’ equity		3,737,986			175,153			(175,153	)		3,737,986
Noncontrolling interest		362,879			—			—			362,879
Total equity		4,100,865			175,153			(175,153	)		4,100,865
Total liabilities and equity	$	7,746,889		$	572,529		$	(300,409	)	$	8,019,009

Schedule of consolidating statement of operations

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination		Consolidated
Revenue
Rental income	$	163,393		$	13,310		$	-	$	176,703
Income from direct financing leases		15,442			-			-		15,442
Mortgage interest income		16,606			-			-		16,606
Other investment income – net		4,128			-			-		4,128
Total operating revenues		199,569			13,310			-		212,879
Expenses
Depreciation and amortization		57,279			5,154			-		62,433
General and administrative		10,343			112			-		10,455
Acquisition costs		2,429			1,342			-		3,771
Impairment loss on real estate properties		34,340			218			-		34,558
Provisions for uncollectible mortgages, notes and accounts receivable		1,862			3,262			-		5,124
Total operating expenses		106,253			10,088			-		116,341
Income before other income and expense		93,316			3,222			-		96,538
Other income (expense):
Interest income		5			3			-		8
Interest expense		(33,389	)		(3,833	)		-		(37,222	)
Interest – amortization of deferred financing costs		(2,126	)		(6	)		-		(2,132	)
Interest – refinancing costs		(298	)		-			-		(298	)
Realized loss on foreign exchange		(22	)		-			-		(22	)
Equity in earnings		(682	)		-			682		-
Total other expense		(36,512	)		(3,836	)		682		(39,666	)
Income before gain (loss) on assets sold		56,804			(614	)		682		56,872
Gain on assets sold - net		1,571			-			-		1,571
Income from continuing operations before income taxes		58,375			(614	)		682		58,443
Income taxes		(141	)		(106	)		-		(247	)
Net income		58,234			(720	)		682		58,196
Net income attributable to noncontrolling interest		(2,679	)		38			-		(2,641	)
Net income available to common stockholders	$	55,555		$	(682	)	$	682	$	55,555
Net income	$	58,234		$	(720	)	$	682	$	58,196
Other comprehensive loss – foreign currency translation		(4,730	)		-			-		(4,730	)
Other comprehensive loss – cash flow hedges		(8,876	)		-			-		(8,876	)
Total comprehensive income		44,628			(720	)		682		44,590
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest		(2,063	)		38			-		(2,025	)
Comprehensive income attributable to common stockholders	$	42,565		$	(682	)	$	682	$	42,565

CONSOLIDATING STATEMENTS OF OPERATIONS

Unaudited

(in thousands, except per share amounts)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non – Guarantor Subsidiaries			Elimination			Consolidated
Revenue
Rental income	$	98,589		$	2,375		$	-		$	100,964
Income from direct financing leases		14,346			-			-			14,346
Mortgage interest income		16,579			-			-			16,579
Other investment income – net		1,531			-			-			1,531
Total operating revenues		131,045			2,375			-			133,420
Expenses
Depreciation and amortization		29,611			999			-			30,610
General and administrative		5,985			29			-			6,014
Acquisition costs		4,868			-			-			4,868
Provision for impairment on real estate properties		5,982			-			-			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		-			-			(2	)
Total operating expenses		46,444			1,028			-			47,472
Income before other income and expense		84,601			1,347			-			85,948
Other income (expense):
Interest income		190			3			-			193
Interest expense		(31,842	)		(517	)		-			(32,359	)
Interest – amortization of deferred financing costs		(1,348	)		(5	)		-			(1,353	)
Interest – refinancing costs		(9,377	)		-			-			(9,377	)
Equity in earnings		828			-			(828	)		-
Total other expense		(41,549	)		(519	)		(828	)		(42,896	)
Net income available to common stockholders	$	43,052		$	828		$	(828	)	$	43,052

Schedule of consolidating statement of cash flows

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2016
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	58,234		$	(720	)	$	682		$	58,196
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		57,279			5,154			—			62,433
Provision for impairment on real estate properties		34,340			218			—			34,558
Provision for uncollectible mortgages, notes and accounts receivable		1,862			3,262			—			5,124
Amortization of deferred financing and refinancing costs		2,424			6			—			2,430
Accretion of direct financing leases		(2,921	)		—			—			(2,921	)
Stock-based compensation		2,778			—			—			2,778
Gain on assets sold – net		(1,571	)		—			—			(1,571	)
Amortization of acquired in-place leases - net		(4,300	)		—			—			(4,300	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		581			(21	)		—			560
Straight-line rent receivables		(9,111	)		(836	)		—			(9,947	)
Lease inducements		647			—			—			647
Effective yield receivable on mortgage notes		(819	)		—			—			(819	)
Other operating assets and liabilities		(10,793	)		(8,514	)		(682	)		(19,989	)
Net cash provided by (used in) operating activities		128,630			(1,451	)		—			127,179
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(401,700	)		(14,404	)		—			(416,104	)
Investment in construction in progress		(16,316	)		—			—			(16,316	)
Deposit to acquire real estate		—			(113,816	)		—			(113,816	)
Investment in U.K. subsidiary		(127,239	)		127,239			—			—
Placement of mortgage loans		(6,162	)		—			—			(6,162	)
Proceeds from sale of real estate investments		2,392			—			—			2,392
Capital improvements to real estate investments		(9,004	)		(540	)		—			(9,544	)
Proceeds from other investments		1,461			—			—			1,461
Investments in other investments		(116,003	)		—			—			(116,003	)
Collection of mortgage principal		312			—			—			312
Net cash used in investing activities		(672,259	)		(1,521	)		—			(673,780	)
Cash flows from financing activities
Proceeds from credit facility borrowings		670,000			—			—			670,000
Payments on credit facility borrowings		(370,000	)		—			—			(370,000	)
Receipts of other long-term borrowings		350,000			—			—			350,000
Payments of other long-term borrowings		—			(309	)		—			(309	)
Payments of financing related costs		(3,552	)		(24	)		—			(3,576	)
Receipts from dividend reinvestment plan		19,596			—			—			19,596
Payments for exercised options and restricted stock – net		(2,381	)		—			—			(2,381	)
Dividends paid		(107,500	)		—			—			(107,500	)
Redemption of OP Units		(10	)		—			—			(10	)
Distributions to OP Unit Holders		(5,131	)		—			—			(5,131	)
Net cash provided by (used in) financing activities		551,022			(333	)		—			550,689
Increase (decrease) in cash and cash equivalents		7,393			(3,305	)		—			4,088
Effect of foreign currency translation on cash and cash equivalents		—			(105	)		—			(105	)
Cash and cash equivalents at beginning of period		1,592			3,832			—			5,424
Cash and cash equivalents at end of period	$	8,985		$	422		$	—		$	9,407

CONSOLIDATING STATEMENTS OF CASH FLOWS

Unaudited (in thousands)

	Three Months Ended March 31, 2015
	Issuer & Subsidiary Guarantors			Non-Guarantor Subsidiaries			Elimination			Consolidated
Cash flows from operating activities
Net income	$	43,052		$	828		$	(828	)	$	43,052
Adjustment to reconcile net income to cash provided by operating activities:
Depreciation and amortization		29,611			999			—			30,610
Provision for impairment on real estate properties		5,982			—			—			5,982
Provision for uncollectible mortgages, notes and accounts receivable		(2	)		—			—			(2	)
Amortization of deferred financing and refinancing costs		10,725			5			—			10,730
Accretion of direct financing leases		(2,614	)		—			—			(2,614	)
Stock-based compensation		1,610			—			—			1,610
Amortization of acquired in-place leases - net		(1,192	)		—			—			(1,192	)
Change in operating assets and liabilities – net of amounts assumed/acquired:
Accounts receivable, net		(196	)		—			—			(196	)
Straight-line rent receivables		(5,124	)		(151	)		—			(5,275	)
Lease inducements		(2,110	)		—			—			(2,110	)
Effective yield receivable on mortgage notes		(1,120	)		—			—			(1,120	)
Other operating assets and liabilities		23,373			(382	)		828			23,819
Net cash provided by operating activities		101,995			1,299			—			103,294
Cash flows from investing activities
Acquisition of real estate – net of liabilities assumed and escrows acquired		(6,300	)		—			—			(6,300	)
Investment in construction in progress		(5,851	)		—			—			(5,851	)
Placement of mortgage loans		(2,002	)		—			—			(2,002	)
Proceeds from sale of real estate investments		255			—			—			255
Capital improvements to real estate investments		(4,605	)		(999	)		—			(5,604	)
Proceeds from other investments		2,155			—			—			2,155
Investments in other investments		(1,468	)		—			—			(1,468	)
Collection of mortgage principal		288			—			—			288
Net cash used in investing activities		(17,528	)		(999	)		—			(18,527	)
Cash flows from financing activities
Proceeds from credit facility borrowings		6,000			—			—			6,000
Payments on credit facility borrowings		(91,000	)		—			—			(91,000	)
Receipts of other long-term borrowings		689,822			—			—			689,822
Payments of other long-term borrowings		(347,583	)		(300	)		—			(347,883	)
Payments of financing related costs		(21,318	)		—			—			(21,318	)
Receipts from dividend reinvestment plan		5,414			—			—			5,414
Payments for exercised options and restricted stock – net		(1,906	)		—			—			(1,906	)
Net proceeds from issuance of common stock		440,019			—			—			440,019
Dividends paid		(68,261	)		—			—			(68,261	)
Net cash provided by (used in) financing activities		611,187			(300	)		—			610,887
Increase in cash and cash equivalents		695,654			—			—			695,654
Cash and cash equivalents at beginning of period		4,489			—			—			4,489
Cash and cash equivalents at end of period	$	700,143		$	—		$	—		$	700,143

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BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation Of Financial Statements [Abstract]
Contractual receivables	$ 7,885	$ 8,452
Effective yield interest receivables	8,636	9,028
Straight-line receivables	181,715	175,709
Lease inducements	10,335	10,982
Allowance	(302)	(309)
Accounts receivable - net	$ 208,269	$ 203,862

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail)	3 Months Ended
	Mar. 31, 2016 Segment
Accounting Policies [Abstract]
Number of reportable segment	1

XML

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Detail 1) $ / shares in Units, shares in Millions, $ in Millions		3 Months Ended
	Feb. 01, 2016 USD ($) Facility	Mar. 31, 2016 USD ($) Facility	Dec. 31, 2015 USD ($)	Jun. 30, 2015 shares	Apr. 01, 2015 $ / shares shares
Basis Of Presentation And Significant Accounting Policies [Line Items]
Limited partnership interests owned | shares					138.8
Number of facilities transitioned		27
Straight line rent receivables wrote off | $		$ 3.4
Number of leased real estate properties		985
SNF's
Basis Of Presentation And Significant Accounting Policies [Line Items]
Number of leased real estate properties		800
Cash flow hedges
Basis Of Presentation And Significant Accounting Policies [Line Items]
Cash flow hedges recorded at fair value in accrued expenses and other liabilities | $		$ 9.6	$ 0.7
Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of limited partnership interests owned		95.00%		95.00%
Number of units settled in cash | shares				0.2
Aviv Operating Partnership | Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Limited partnership interests owned | shares					52.9
Limited partnership units, redeemable, par value per share | $ / shares					$ 0.10
Other Investors | Omega OP Units
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of limited partnership interests owned		5.00%		5.00%
Laurel | SNF's
Basis Of Presentation And Significant Accounting Policies [Line Items]
Number of leased real estate properties	10
Purchase price of beds acquired paid in cash | $	$ 169.0
Laurel | Board of Directors
Basis Of Presentation And Significant Accounting Policies [Line Items]
Percentage of ownership interest		34.00%

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PROPERTIES AND INVESTMENTS - Significant acquisitions occurred in 2016 (Details) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Facility
Real Estate Properties [Line Items]
Number of Facilities | Facility	985
SNF's
Real Estate Properties [Line Items]
Number of Facilities | Facility	800
ALFs
Real Estate Properties [Line Items]
Number of Facilities | Facility	84
Q1
Real Estate Properties [Line Items]
Total Investment	$ 443.6
Q1 | Land
Real Estate Properties [Line Items]
Total Investment	37.6
Q1 | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	383.8
Q1 | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	22.2
Q1 | UK
Real Estate Properties [Line Items]
Total Investment	$ 8.3
Initial Cash Yield (%)	7.00%
Q1 | UK | Land
Real Estate Properties [Line Items]
Total Investment	$ 1.4
Q1 | UK | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	6.7
Q1 | UK | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q1 | UK
Real Estate Properties [Line Items]
Total Investment	$ 6.1	[1]
Initial Cash Yield (%)	7.00%
Q1 | UK | Land
Real Estate Properties [Line Items]
Total Investment	$ 0.6
Q1 | UK | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	5.3
Q1 | UK | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	0.2
Q1 | OH, VA, MI
Real Estate Properties [Line Items]
Total Investment	$ 169.0	[1],[2]
Initial Cash Yield (%)	8.50%
Q1 | OH, VA, MI | Land
Real Estate Properties [Line Items]
Total Investment	$ 10.5
Q1 | OH, VA, MI | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	152.5
Q1 | OH, VA, MI | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	6.0
Q1 | FL
Real Estate Properties [Line Items]
Total Investment	$ 2.5	[3]
Initial Cash Yield (%)
Q1 | FL | Land
Real Estate Properties [Line Items]
Total Investment	$ 2.5
Q1 | FL | Building and site improvements
Real Estate Properties [Line Items]
Total Investment
Q1 | FL | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment
Q1 | GA
Real Estate Properties [Line Items]
Total Investment	$ 20.2
Initial Cash Yield (%)	7.50%
Q1 | GA | Land
Real Estate Properties [Line Items]
Total Investment	$ 0.8
Q1 | GA | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	18.3
Q1 | GA | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	1.1
Q1 | MD
Real Estate Properties [Line Items]
Total Investment	$ 25.0
Initial Cash Yield (%)	8.50%
Q1 | MD | Land
Real Estate Properties [Line Items]
Total Investment	$ 2.5
Q1 | MD | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	19.9
Q1 | MD | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	2.6
Q1 | VA, NC
Real Estate Properties [Line Items]
Total Investment	$ 212.5	[1]
Initial Cash Yield (%)	8.50%
Q1 | VA, NC | Land
Real Estate Properties [Line Items]
Total Investment	$ 19.3
Q1 | VA, NC | Building and site improvements
Real Estate Properties [Line Items]
Total Investment	181.1
Q1 | VA, NC | Furniture and fixtures
Real Estate Properties [Line Items]
Total Investment	$ 12.1
Q1 | SNF's
Real Estate Properties [Line Items]
Number of Facilities | Facility	34
Q1 | SNF's | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | SNF's | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | SNF's | OH, VA, MI
Real Estate Properties [Line Items]
Number of Facilities | Facility	10
Q1 | SNF's | FL
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | SNF's | GA
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | SNF's | MD
Real Estate Properties [Line Items]
Number of Facilities | Facility	3
Q1 | SNF's | VA, NC
Real Estate Properties [Line Items]
Number of Facilities | Facility	21
Q1 | ALFs
Real Estate Properties [Line Items]
Number of Facilities | Facility	4
Q1 | ALFs | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q1 | ALFs | UK
Real Estate Properties [Line Items]
Number of Facilities | Facility	1
Q1 | ALFs | OH, VA, MI
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | ALFs | FL
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | ALFs | GA
Real Estate Properties [Line Items]
Number of Facilities | Facility	2
Q1 | ALFs | MD
Real Estate Properties [Line Items]
Number of Facilities | Facility
Q1 | ALFs | VA, NC
Real Estate Properties [Line Items]
Number of Facilities | Facility

[1] The Company estimated the fair value of the assets acquired on the acquisition date based on certain valuation analyses that have yet to be finalized, and accordingly, the assets acquired, as detailed, are subject to adjustment once the analysis is completed.

[2] Acquired from a related party. Refer to Note -1 Related Party Transactions.

[3] Accounted for as an asset acquisition.

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PROPERTIES AND INVESTMENTS - Allocation of assets acquired and liabilities assumed (Details 1) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Apr. 01, 2015
Fair value of net assets acquired:
Goodwill	$ 645,568	$ 645,683
Merger Agreement | Aviv REIT, Inc
Fair value of net assets acquired:
Land and buildings			$ 3,107,530
Investment in direct financing leases			26,823
Mortgages notes receivable			19,246
Other investments			23,619
Total investments			3,177,218
Goodwill			630,679
Accounts receivables and other assets			17,144
Cash acquired			84,858
Accrued expenses and other liabilities			(223,002)
Debt			(1,410,637)
Fair value of net assets acquired			$ 2,276,260

XML

PROPERTIES AND INVESTMENTS - Pro forma information (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Earnings per share - diluted:
Net income - as reported	$ 0.29	$ 0.32
Pro forma
Proforma Information [Line Items]
Pro Forma Revenues		$ 202,531
Pro Forma Net income		$ 66,521
Earnings per share - diluted:
Net income - as reported		$ 0.32
Net income - pro forma		$ 0.35

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PROPERTIES AND INVESTMENTS - Leased Property (Narrative) (Detail)	3 Months Ended
	Mar. 31, 2016 Facility
Real Estate Properties [Line Items]
Number of real estate properties	985
Increase in the specific annual percentage over the prior year's rent	2.50%
Property available for operating lease | Minimum
Real Estate Properties [Line Items]
Lease term	5 years
Property available for operating lease | Maximum
Real Estate Properties [Line Items]
Lease term	15 years
SNF's
Real Estate Properties [Line Items]
Number of real estate properties	800
ALFs
Real Estate Properties [Line Items]
Number of real estate properties	84
Specialty facilities
Real Estate Properties [Line Items]
Number of real estate properties	16
Medical office building
Real Estate Properties [Line Items]
Number of real estate properties	1

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PROPERTIES AND INVESTMENTS - Aviv Merger (Narrative) (Detail 1) $ in Thousands, shares in Millions	Apr. 01, 2015 USD ($) Facility Property Mortgage State Operator shares	Mar. 31, 2016 State Operator
Real Estate Properties [Line Items]
Number of states | State		42
Number of third-party operators | Operator		83
Merger Agreement | Aviv REIT, Inc
Real Estate Properties [Line Items]
Conversion ratio of shares	0.90
Number of shares issued to issuable to stockholders | shares	43.7
Number of properties acquired | Property	342
Number of facilities subject to direct financing leases | Facility	2
Number of mortgage facilities | Mortgage	2
Number of states | State	31
Number of third-party operators | Operator	38
Fair value of consideration | $	$ 2,276,260
Medical office building | Merger Agreement | Aviv REIT, Inc
Real Estate Properties [Line Items]
Number of properties acquired | Facility	1

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PROPERTIES AND INVESTMENTS - Assets Sold or Held for Sale (Narrative) (Detail 2) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) Facility State	Mar. 31, 2015 USD ($)	Dec. 31, 2015 Facility
Real Estate Properties [Line Items]
Number of states | State	6
Amount of gain (loss) from sale of facilities	$ 1,571
SNF's
Real Estate Properties [Line Items]
Number of facilities sold | Facility	2
Number of previously classified as held for sale | Facility			2
Total cash proceeds	$ 2,400
Amount of gain (loss) from sale of facilities	1,571
Aviv
Real Estate Properties [Line Items]
Impairment charge	$ 34,600
Number of facility located in state | Facility	14

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DIRECT FINANCING LEASES (Detail) $ in Thousands	Mar. 31, 2016 USD ($) Property	Dec. 31, 2015 USD ($) Property
Leases, Capital [Abstract]
Minimum lease payments receivable	$ 4,308,355	$ 4,320,876
Less unearned income	(3,717,733)	(3,733,175)
Investment in direct financing leases - net	$ 590,622	$ 587,701
Properties subject to direct financing leases | Property	59	59

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DIRECT FINANCING LEASES (Detail 1) $ in Thousands	Mar. 31, 2016 USD ($)
Leases, Capital [Abstract]
Year 1	$ 50,250
Year 2	50,961
Year 3	52,225
Year 4	53,507
Year 5	$ 54,778

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DIRECT FINANCING LEASES (Narrative) (Detail) $ in Millions		1 Months Ended	12 Months Ended
	Apr. 01, 2015 State Lease	Nov. 27, 2013 USD ($) Facility Bed State Lease	Dec. 31, 2014 Facility	Mar. 31, 2016 Facility State	Jul. 31, 2014 Facility	Jun. 30, 2014 Facility
Capital Leased Assets [Line Items]
Number of facilities owned				985
Number of states | State				42
New Ark Investment Inc.
Capital Leased Assets [Line Items]
Purchase price of beds acquired paid in cash | $		$ 529
Number of lease | Lease		4
Master lease term		50 years	12 years
Interest on lease per annum		10.60%
Number of facilities owned		56
Number of licensed beds | Bed		5,623
Number of states | State		12
Number of additional facility purchased			3		3	3
New Ark Investment Inc. | Southeast
Capital Leased Assets [Line Items]
Number of facilities owned		39
New Ark Investment Inc. | Northwest
Capital Leased Assets [Line Items]
Number of facilities owned		7
New Ark Investment Inc. | Texas
Capital Leased Assets [Line Items]
Number of facilities owned		9
New Ark Investment Inc. | Indiana
Capital Leased Assets [Line Items]
Number of facilities owned		1
Aviv | Merger Agreement
Capital Leased Assets [Line Items]
Number of states | State	31
Aviv | Direct financing leases | Merger Agreement
Capital Leased Assets [Line Items]
Additional direct financing lease | Lease	2
SNF's | New Ark Investment Inc.
Capital Leased Assets [Line Items]
Number of facilities owned				55
ALFs | New Ark Investment Inc.
Capital Leased Assets [Line Items]
Number of facilities owned				1

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MORTGAGE NOTES RECEIVABLE (Details) - USD ($) $ in Thousands		12 Months Ended
		Mar. 31, 2016	Dec. 31, 2015
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 660,569	$ 679,795
Allowance for loss on mortgage notes receivable		0	0
Total mortgages - net		660,569	679,795
Mortgage note due 2023; interest at 11.00%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 69,928	$ 69,928
Mortgage loans on real estate, interest rate		11.00%	11.00%
Mortgage note due 2024; interest at 9.79%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 112,500	$ 112,500
Mortgage loans on real estate, interest rate		9.79%	9.79%
Two mortgage notes due 2029; interest at 10.00%
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross		$ 413,095	$ 413,399
Mortgage loans on real estate, interest rate		9.23%	9.23%
Other mortgage notes outstanding
Mortgage Loans on Real Estate [Line Items]
Mortgage notes receivable, gross	[1]	$ 65,046	$ 83,968

[1] Other mortgage notes outstanding have stated interest rates ranging from 8.35% to 12.0% and maturity dates through 2053.

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MORTGAGE NOTES RECEIVABLE (Parentheticals) (Details) - Other mortgage notes outstanding	3 Months Ended
	Mar. 31, 2016
Mortgage Loans on Real Estate [Line Items]
Maturity year	2053
Minimum
Mortgage Loans on Real Estate [Line Items]
Mortgage loans on real estate, interest rate	8.35%
Maximum
Mortgage Loans on Real Estate [Line Items]
Mortgage loans on real estate, interest rate	12.00%

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MORTGAGE NOTES RECEIVABLE (Narrative) (Detail) $ in Millions	1 Months Ended	3 Months Ended
	Jan. 31, 2016 USD ($) Facility Bed	Mar. 31, 2016 Facility Mortgage State Entity
Mortgage Loans on Real Estate [Line Items]
Number of states | State		42
Mortgage loans
Mortgage Loans on Real Estate [Line Items]
Number of fixed rate mortgages | Mortgage		24
Number of long term care facilities | Facility		55
Number of states | State		10
Number of independent healthcare operating companies | Entity		8
Mortgage Notes due 2046
Mortgage Loans on Real Estate [Line Items]
Number of facility acquired | Facility	3
Fair value of the facilities approximated | $	$ 25
Mortgage Notes due 2046 | Maryland
Mortgage Loans on Real Estate [Line Items]
Number of operating beds | Bed	352

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OTHER INVESTMENTS (Details) - USD ($) $ in Thousands		Mar. 31, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Other investments, gross		$ 206,834	$ 92,259
Allowance for loss on other investments		(3,002)	(2,960)
Total other investments		203,832	$ 89,299
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 12,000
Interest rate		8.50%	8.50%
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 12,099
Interest rate		8.50%	8.50%
Other investment note due 2019; interest at 10.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 49,271
Interest rate		10.50%	10.50%
Other investment note due 2020; interest at 10.00%
Schedule of Investments [Line Items]
Other investments, gross		$ 23,000	$ 23,000
Interest rate		10.00%	10.00%
Other investment note due 2028; interest at 8.50%
Schedule of Investments [Line Items]
Other investments, gross		$ 20,000
Interest rate		8.50%	8.50%
Other investment note due 2030; interest at 6.66%
Schedule of Investments [Line Items]
Other investments, gross		$ 31,905	$ 26,966
Interest rate		6.66%	6.66%
Other investment notes outstanding
Schedule of Investments [Line Items]
Other investments, gross	[1]	$ 58,559	$ 42,293

[1] Other investment notes have maturity dates through2028 and interest rates ranging from 6.50% to 12.0%.

XML

OTHER INVESTMENTS (Parentheticals) (Details) - Other investment notes outstanding	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Maturity year	2028	2028
Minimum
Schedule of Investments [Line Items]
Interest rate	6.50%	6.50%
Maximum
Schedule of Investments [Line Items]
Interest rate	12.00%	12.00%

XML

OTHER INVESTMENTS (Details 1) - USD ($) $ in Thousands	Mar. 31, 2016	Mar. 01, 2016	Feb. 26, 2016	Feb. 01, 2016	Dec. 31, 2015
Schedule of Investments [Line Items]
Other investments, gross	$ 206,834				$ 92,259
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes		$ 15,000
Interest rate	8.50%				8.50%
Other investments, gross	$ 12,000
Other investment note due 2017; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes				$ 15,000
Interest rate	8.50%				8.50%
Other investments, gross	$ 12,099
Other investment note due 2019; interest at 10.50%
Schedule of Investments [Line Items]
Other Investment notes			$ 50,000
Interest rate	10.50%				10.50%
Other investments, gross	$ 49,271
Discount on notes receivable			$ 750
Other investment note due 2028; interest at 8.50%
Schedule of Investments [Line Items]
Other Investment notes		$ 20,000
Interest rate	8.50%				8.50%
Other investments, gross	$ 20,000
Interest rate annual increase percentage		2.50%

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ASSETS HELD FOR SALE (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) Property
Number Of Properties
Beginning Balance | Property	3
Properties sold | Property	(2)	[1]
Properties added | Property	24	[2]
Ending balance | Property	25
Net Book Value
Beginning Balance | $	$ 6,599
Properties sold | $	(600)	[1]
Properties added | $	67,590	[2]
Ending balance | $	$ 73,589

[1] In the first quarter of 2016, we sold two SNFs for approximately $2.4 million in net proceeds recognizing a gain on sale of approximately $1.6 million.

[2] In the first quarter of 2016, we reclassified eight ALFs and 16 SNFs located in six states to assets held for sale. We recorded approximately $34.6 million impairment charges on 14 facilities to reduce their net book values to their estimated fair value less costs to sell. See Note - 2 Properties and Investments.

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ASSETS HELD FOR SALE (Narrative) (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) Facility State
Real Estate Properties [Line Items]
Number of states to assets held for sale | State	6
Impairment charges | $	$ 34.6
Impairment charges on number of facilities	14
SNF's
Real Estate Properties [Line Items]
Number of facilities held for sale	2
Net proceeds from sale of facilities held for sale | $	$ 2.4
Gain from sale of facilities | $	$ 1.6
Number of property reclassified	16
ALFs
Real Estate Properties [Line Items]
Number of property reclassified	8

XML

INTANGIBLES - Summary of our intangibles (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Assets:
Goodwill	$ 645,568	$ 645,683
Accumulated amortization	(14,619)	(14,162)
Net intangible assets	9,093	8,125
Liabilities:
Below market lease intangibles	166,486	165,331
Accumulated amortization	(59,859)	(55,131)
Net intangible liabilities	106,627	110,200
Above market lease intangibles
Assets:
Gross intangible assets	23,545	21,901
In-place lease intangibles
Assets:
Gross intangible assets	$ 167	$ 386

XML

INTANGIBLES - Reconciliation of goodwill (Details 1) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Goodwill [Roll Forward]
Balance as of December 31, 2015	$ 645,683
Add: additional valuation adjustments related to preliminary valuations	275
Less: foreign currency translation	(390)
Balance as of March 31, 2016	$ 645,568

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INTANGIBLES (Narrative) (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 4.3	$ 1.2
Remainder of 2016	9.8
2017	11.8
2018	10.6
2019	9.6
2020	$ 9.4

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INTANGIBLES (Narrative) (Detail 1)	3 Months Ended
	Mar. 31, 2016
Above market lease intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization	5 years
In-place lease intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted average remaining amortization	10 years

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CONCENTRATION OF RISK (Narrative) (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) Facility State Operator	Dec. 31, 2015 USD ($)
Concentration Risk [Line Items]
Number of facilities owned	985
Number of states | State	42
Number of operators | Operator	83
Gross investment in facilities, net of impairments and before reserve for uncollectible loans | $	$ 8,400,000
Percentage share of real estate investments related to long-term care facilities	99.00%
Number of facilities held-for-sale/closed	29
Miscellaneous investments, net | $	$ 203,832	$ 89,299
Concentration risk, benchmark description	No single operator or manager generated more than 10% of our total revenues for the three months ended March 31, 2016.
Ohio
Concentration Risk [Line Items]
Concentration percent by state	10.00%
Texas
Concentration Risk [Line Items]
Concentration percent by state	9.00%
Florida
Concentration Risk [Line Items]
Concentration percent by state	8.00%
SNF's
Concentration Risk [Line Items]
Number of facilities owned	800
Number of facilities under fixed rate mortgage loan	53
ALFs
Concentration Risk [Line Items]
Number of facilities owned	84
Number of facilities under fixed rate mortgage loan	2
Specialty facilities
Concentration Risk [Line Items]
Number of facilities owned	16
Medical office building
Concentration Risk [Line Items]
Number of facilities owned	1

XML

DIVIDENDS AND EQUITY (Narrative) (Detail) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 14, 2016	Jan. 14, 2016	Mar. 31, 2016	Mar. 31, 2015
Dividend [Line Items]
Dividends declared per common share		$ 0.57	$ 0.57	$ 0.89
Nature of common stock dividend payable		Quarterly
Increasing the quarterly common dividend		0.01
Dividends declared, date of declaration		Jan. 14, 2016
Dividends declared, date of payment		Feb. 16, 2016
Dividends declared, date of record		Feb. 02, 2016
Issuance of common stock (in shares)			700,000
Common stock, price per share			$ 29.84
Number of common stock issued in dividend Reinvestment Plan			$ 19,596	$ 5,414
Subsequent Event
Dividend [Line Items]
Dividends declared per common share	$ 0.58
Nature of common stock dividend payable	Quarterly
Increasing the quarterly common dividend	0.01
Dividends declared, date of declaration	Apr. 14, 2016
Dividends declared, date of payment	May 16, 2016
Dividends declared, date of record	May 02, 2016

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TAXES (Narrative) (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Income Tax Disclosure [Abstract]
Percentage of minimum taxable income is distributed	90.00%
Permitted ownership of a taxable REIT subsidiary ("TRS"), maximum percentage	100.00%
Net operating loss carry-forward	$ 0.9
State and local income tax provision	0.1
Provision for foreign income taxes	$ 0.1

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STOCK-BASED COMPENSATION (Details) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	2,203,410	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 19.99
Total Compensation Cost	$ 44.0	[2]
Unrecognized Compensation Cost	$ 28.1
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	610,774	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 33.45
Total Compensation Cost	$ 20.5	[2]
Unrecognized Compensation Cost	$ 11.0
RSUs | 2013 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	195,822	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 29.80
Total Compensation Cost	$ 5.8	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 1.4
Vesting Dates	12/31/14 - 12/31/16
RSUs | 2014 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	106,778	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 29.80
Total Compensation Cost	$ 3.2	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.8
Vesting Dates	12/31/2016
RSUs | 3/31/15 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	109,985	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 40.57
Total Compensation Cost	$ 4.5	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 2.8
Vesting Dates	12/31/2017
RSUs | 4/1/15 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	40,464	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 40.74
Total Compensation Cost	$ 1.6	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 1.1
Vesting Dates	12/31/2017
RSUs | Assumed Aviv RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	18,920	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 24.92
Total Compensation Cost	$ 0.5	[2]
Weighted Average Period of Expense Recognition	21 months
Unrecognized Compensation Cost	$ 0.2
Vesting Dates	12/31/2016
RSUs | Assumed Aviv RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	7,799	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 35.08
Total Compensation Cost	$ 0.3	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 0.2
Vesting Dates	12/31/15-12/31/17
RSUs | 3/17/16 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	131,006	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 34.78
Total Compensation Cost	$ 4.6	[2]
Weighted Average Period of Expense Recognition	33 months
Unrecognized Compensation Cost	$ 4.5
Vesting Dates	12/31/2018
TSR PRSUs and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	828,608	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 12.44
Total Compensation Cost	$ 10.3	[2]
Unrecognized Compensation Cost	$ 7.7
TSR PRSUs and LTIP Units | 2016 Transition TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	101,591	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.67
Total Compensation Cost	$ 0.9	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.2
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
TSR PRSUs and LTIP Units | 2016 TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	135,634	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.67
Total Compensation Cost	$ 1.2	[2]
Weighted Average Period of Expense Recognition	48 months
Unrecognized Compensation Cost	$ 0.5
Performance Period	1/1/2014-12/31/2016
Vesting Dates	Quarterly in 2017
TSR PRSUs and LTIP Units | 3/31/15 2017 LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	137,249	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.66
Total Compensation Cost	$ 2.0	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 1.5
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
TSR PRSUs and LTIP Units | 4/1/2015 2017 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	54,151	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.80
Total Compensation Cost	$ 0.8	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 0.6
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
TSR PRSUs and LTIP Units | 7/31/15 2016 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	22,091	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 18.51
Total Compensation Cost	$ 0.4	[2]
Weighted Average Period of Expense Recognition	5 months
Unrecognized Compensation Cost
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
TSR PRSUs and LTIP Units | 7/31/15 2017 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	5,823	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 8.78
Total Compensation Cost	$ 0.1	[2]
Weighted Average Period of Expense Recognition	5 months
Unrecognized Compensation Cost
Performance Period	1/1/2015-12/31/2017
Vesting Dates	12/31/2017
TSR PRSUs and LTIP Units | 3/17/16 2018 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	372,069	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 13.21
Total Compensation Cost	$ 4.9	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 4.9
Performance Period	1/1/2016-12/31/2018
Vesting Dates	Quarterly in 2019
Relative TSR PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units | shares	764,028	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 17.41
Total Compensation Cost	$ 13.2	[2]
Unrecognized Compensation Cost	$ 9.4
Relative TSR PRSUs | 2016 Transition TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2013
Shares/Units | shares	101,588	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.24
Total Compensation Cost	$ 1.4	[2]
Weighted Average Period of Expense Recognition	36 months
Unrecognized Compensation Cost	$ 0.4
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
Relative TSR PRSUs | 2016 TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2014
Shares/Units | shares	135,634	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 14.24
Total Compensation Cost	$ 1.9	[2]
Weighted Average Period of Expense Recognition	48 months
Unrecognized Compensation Cost	$ 0.8
Performance Period	1/1/2014-12/31/2016
Vesting Dates	Quarterly in 2017
Relative TSR PRSUs | 3/31/15 2017 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	137,249	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 22.50
Total Compensation Cost	$ 3.1	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 2.3
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
Relative TSR PRSUs | 4/1/2015 2017 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	54,151	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 22.91
Total Compensation Cost	$ 1.2	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 0.9
Performance Period	1/1/2015-12/31/2017
Vesting Dates	Quarterly in 2018
Relative TSR PRSUs | 7/31/15 2016 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	22,100	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 19.60
Total Compensation Cost	$ 0.4	[2]
Weighted Average Period of Expense Recognition	5 months
Unrecognized Compensation Cost
Performance Period	12/31/2013-12/31/2016
Vesting Dates	12/31/2016
Relative TSR PRSUs | 7/31/15 2017 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2015
Shares/Units | shares	5,826	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 17.74
Total Compensation Cost	$ 0.1
Weighted Average Period of Expense Recognition	5 months
Unrecognized Compensation Cost
Performance Period	1/1/2015-12/31/2017
Vesting Dates	12/31/2017
Relative TSR PRSUs | 3/17/16 2018 Relative TSR/LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant Year	2016
Shares/Units | shares	307,480	[1]
Grant Date Average Fair Value Per Unit/ Share | $ / shares	$ 16.45
Total Compensation Cost	$ 5.1	[2]
Weighted Average Period of Expense Recognition	45 months
Unrecognized Compensation Cost	$ 5.0
Performance Period	1/1/2016-12/31/2018
Vesting Dates	Quarterly in 2019

[1] Shares/units are net of shares cancelled.

[2] Total compensation costs are net of shares cancelled.

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STOCK-BASED COMPENSATION (Narrative) (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 2,778	$ 1,610
Number of shares granted	[1]	2,203,410
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	610,774
RSUs | 3/17/16 RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	131,006
TSR PRSUs and LTIP Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	828,608
TSR PRSUs and LTIP Units | 3/17/16 2018 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	372,069
Relative TSR PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	764,028
Relative TSR PRSUs | 3/17/16 2018 Relative TSR
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted	[1]	307,480

[1] Shares/units are net of shares cancelled.

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STOCK-BASED COMPENSATION (Narrative) (Detail 1) $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of restricted stock outstanding | shares	2,203,410	[1]
Unrecognized Compensation Cost | $	$ 28.1
Restricted stock | Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of restricted stock outstanding | shares	51,999
Vesting period, years	3 years
Unrecognized Compensation Cost | $	$ 1.2

[1] Shares/units are net of shares cancelled.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Dec. 31, 2015
Secured borrowings:
Secured Borrowings		$ 235,895	$ 236,204
Unsecured borrowings:
Revolving line of credit		530,000	230,000
Term loans		1,100,000	750,000
Total - net		4,219,192	3,569,086
Secured Borrowings
Secured borrowings:
Long-term borrowing amount, secured borrowings		$ 235,895	236,204
Secured Borrowings | GE Term loan
Debt Instrument [Line Items]
Maturity		2019
Rate		4.11%
Secured borrowings:
Ge Term Loan		$ 180,000	180,000
Secured Borrowings | HUD mortgages assumed December 2011
Debt Instrument [Line Items]
Maturity	[1]	2044
Rate	[1]	3.06%
Secured borrowings:
Secured Borrowings	[1]	$ 55,895	56,204
Unsecured borrowings
Unsecured borrowings:
Unsecured borrowing		2,370,000	2,370,000
Revolving line of credit including term loan		1,630,000	980,000
Discount - net		(16,703)	(17,118)
Total unsecured borrowings		$ 3,983,297	3,332,882
Unsecured borrowings | Revolving line of credit
Debt Instrument [Line Items]
Maturity		2018
Rate		1.73%
Unsecured borrowings:
Revolving line of credit		$ 530,000	230,000
Unsecured borrowings | Tranche A-1 term loan
Debt Instrument [Line Items]
Maturity		2019
Rate		1.93%
Unsecured borrowings:
Unsecured borrowing		$ 200,000	200,000
Unsecured borrowings | Tranche A-2 term loan
Debt Instrument [Line Items]
Maturity		2017
Rate		1.94%
Unsecured borrowings:
Unsecured borrowing		$ 200,000	$ 200,000
Unsecured borrowings | Tranche A-3 term loan
Debt Instrument [Line Items]
Maturity		2021
Rate		1.93%
Unsecured borrowings:
Unsecured borrowing		$ 350,000
Unsecured borrowings | Omega OP Term loan
Debt Instrument [Line Items]
Maturity		2017
Rate		1.94%
Unsecured borrowings:
Unsecured borrowing		$ 100,000	$ 100,000
Unsecured borrowings | Term loan
Debt Instrument [Line Items]
Maturity		2022
Rate		2.23%
Unsecured borrowings:
Term loans		$ 250,000	250,000
Unsecured borrowings | 2024 notes
Debt Instrument [Line Items]
Maturity		2024
Rate		5.875%
Unsecured borrowings:
Senior notes outstanding		$ 400,000	400,000
Unsecured borrowings | 2024 notes
Debt Instrument [Line Items]
Maturity		2024
Rate		4.95%
Unsecured borrowings:
Senior notes outstanding		$ 400,000	400,000
Unsecured borrowings | 2025 notes
Debt Instrument [Line Items]
Maturity		2025
Rate		4.50%
Unsecured borrowings:
Senior notes outstanding		$ 250,000	250,000
Unsecured borrowings | 2026 Notes
Debt Instrument [Line Items]
Maturity		2026
Rate		5.25%
Unsecured borrowings:
Senior notes outstanding		$ 600,000	600,000
Unsecured borrowings | 2027 notes
Debt Instrument [Line Items]
Maturity		2027
Rate		4.50%
Unsecured borrowings:
Senior notes outstanding		$ 700,000	700,000
Unsecured borrowings | Subordinated debt
Debt Instrument [Line Items]
Maturity		2021
Rate		9.00%
Unsecured borrowings:
Subordinated debt		$ 20,000	$ 20,000

[1] Reflects the weighted average annual contractual interest rate on the mortgages at March 31, 2016 excluding a third-party administration fee of approximately 0.5%. Secured by real estate assets with a net carrying value of $68.6 million.

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BORROWING ACTIVITIES AND ARRANGEMENTS (Parentheticals) (Details) - Secured Borrowings - HUD mortgages assumed December 2011 $ in Millions	3 Months Ended
	Mar. 31, 2016 USD ($)
Debt Instrument [Line Items]
Third party administration fee	0.50%
Real estate assets with net carrying value	$ 68.6

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BORROWING ACTIVITIES AND ARRANGEMENTS (Narrative) (Details) - Unsecured borrowings - Omega Credit Agreement $ in Millions	1 Months Ended
	Jan. 29, 2016 USD ($)
Senior unsecured incremental term loan facility
Debt Instrument [Line Items]
Credit facility, borrowing capacity	$ 350
Revolving line of credit
Debt Instrument [Line Items]
Credit facility, borrowing capacity	1,250
Tranche A-1 term loan
Debt Instrument [Line Items]
Credit facility, borrowing capacity	200
Tranche A-2 term loan
Debt Instrument [Line Items]
Credit facility, borrowing capacity	200
Tranche A-3 term loan
Debt Instrument [Line Items]
Credit facility, borrowing capacity	$ 350
LIBOR plus an applicable percentage	1.50%
Tranche A-3 term loan | Minimum
Debt Instrument [Line Items]
LIBOR plus an applicable percentage	1.00%
Tranche A-3 term loan | Maximum
Debt Instrument [Line Items]
LIBOR plus an applicable percentage	1.95%

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FINANCIAL INSTRUMENTS (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Assets:
Cash and cash equivalents	$ 9,407	$ 5,424	$ 700,143	$ 4,489
Restricted cash	12,327	14,607
Investments in direct financing leases - net	590,622	587,701
Mortgage notes receivable - net	660,569	679,795
Other investments	203,832	89,299
Liabilities:
Revolving line of credit	530,000	230,000
Term loans	1,100,000	750,000
Secured borrowings - net	235,895	236,204
Carrying Amount
Assets:
Cash and cash equivalents	9,407	5,424
Restricted cash	12,327	14,607
Investments in direct financing leases - net	590,622	587,701
Mortgage notes receivable - net	660,569	679,795
Other investments	203,832	89,299
Totals	1,476,757	1,376,826
Liabilities:
Revolving line of credit	530,000	230,000
Tranche A-1 term loan	200,000	200,000
Tranche A-2 term loan	200,000	200,000
Tranche A-3 term loan	350,000
Omega OP Term loan	100,000	100,000
Term loans	250,000	250,000
GE Term loan due 2019	180,000	180,000
Secured borrowings - net	55,895	56,204
Subordinated debt - net	20,581	20,613
Totals	4,219,192	3,569,086
Carrying Amount | 5.875% notes due 2024
Liabilities:
Notes Payable	400,000	400,000
Carrying Amount | 4.95% notes due 2024
Liabilities:
Notes Payable	395,475	395,333
Carrying Amount | 4.50% notes due 2025
Liabilities:
Notes Payable	248,152	248,099
Carrying Amount | 5.25% notes due 2026
Liabilities:
Notes Payable	598,384	598,343
Carrying Amount | 4.50% notes due 2027
Liabilities:
Notes Payable	690,705	690,494
Fair Value
Assets:
Cash and cash equivalents	9,407	5,424
Restricted cash	12,327	14,607
Investments in direct financing leases - net	587,297	584,358
Mortgage notes receivable - net	672,427	687,130
Other investments - net	203,751	90,745
Totals	1,485,209	1,382,264
Liabilities:
Revolving line of credit	530,000	230,000
Tranche A-1 term loan	200,000	200,000
Tranche A-2 term loan	200,000	200,000
Tranche A-3 term loan	350,000
Omega OP Term loan	100,000	100,000
Term loans	250,000	250,000
GE Term loan due 2019	180,000	180,000
Secured borrowings - net	54,319	52,678
Subordinated debt - net	24,342	24,366
Totals	4,242,851	3,593,007
Fair Value | 5.875% notes due 2024
Liabilities:
Notes Payable	431,815	429,956
Fair Value | 4.95% notes due 2024
Liabilities:
Notes Payable	404,036	403,064
Fair Value | 4.50% notes due 2025
Liabilities:
Notes Payable	241,082	242,532
Fair Value | 5.25% notes due 2026
Liabilities:
Notes Payable	610,605	612,760
Fair Value | 4.50% notes due 2027
Liabilities:
Notes Payable	$ 666,652	$ 667,651

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FINANCIAL INSTRUMENTS (Parentheticals) (Detail)	Mar. 31, 2016
5.875% notes due 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	5.875%
4.95% notes due 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.95%
4.50% notes due 2025
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.50%
5.25% notes due 2026
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	5.25%
4.50% notes due 2027
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Notes issued, interest rate	4.50%

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EARNINGS PER SHARE - Computation of basic and diluted earnings per share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Numerator:
Net income	$ 58,196	$ 43,052
Less: Net income attributable to noncontrolling interests	(2,641)
Net income available to common stockholders	$ 55,555	$ 43,052
Denominator:
Denominator for basic earnings per share	188,228	134,346
Effect of dilutive securities:
Common stock equivalents	1,175	460
Noncontrolling interest - OP units	8,947
Denominator for diluted earnings per share	198,350	134,806
Earnings per share - basic:
Net income available to common stockholders (in dollars per share)	$ 0.30	$ 0.32
Earnings per share - diluted:
Net income (in dollars per share)	$ 0.29	$ 0.32

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CONSOLIDATING FINANCIAL STATEMENTS (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
Real estate properties
Land and buildings	$ 7,088,960	$ 6,743,958
Less accumulated depreciation	(1,067,023)	(1,019,150)
Real estate properties - net	6,021,937	5,724,808
Investment in direct financing leases	590,622	587,701
Mortgage notes receivable - net	660,569	679,795
Real estate properties, total	7,273,128	6,992,304
Other investments - net	203,832	89,299
Total investments held, continuing operations	7,476,960	7,081,603
Assets held for sale - net	73,589	6,599
Total investments	7,550,549	7,088,202
Cash and cash equivalents	9,407	5,424	$ 700,143	$ 4,489
Restricted cash	12,327	14,607
Accounts receivable - net	208,269	203,862
Goodwill	$ 645,568	$ 645,683
Investment in affiliates
Other assets	$ 189,332	$ 61,231
Total assets	8,615,452	8,019,009
LIABILITIES AND EQUITY
Revolving line of credit	530,000	230,000
Term loans	1,100,000	750,000
Secured Borrowings	235,895	236,204
Unsecured borrowings - net	2,353,297	2,352,882
Accrued expenses and other liabilities	328,932	333,706
Deferred income taxes	$ 14,795	$ 15,352
Intercompany payable
Total liabilities	$ 4,562,919	$ 3,918,144
Stockholders' equity:
Common stock	$ 18,817	$ 18,740
Equity investment in affiliates
Common stock - additional paid-in capital	$ 4,629,423	$ 4,609,474
Cumulative net earnings	1,428,077	1,372,522
Cumulative dividends paid	(2,361,580)	(2,254,038)
Accumulated other comprehensive income (loss)	(21,702)	(8,712)
Total stockholders' equity	3,693,035	3,737,986
Noncontrolling interest	359,498	362,879
Total equity	4,052,533	4,100,865
Total liabilities and equity	8,615,452	8,019,009
Issuer & Subsidiary Guarantors
Real estate properties
Land and buildings	6,518,739	6,184,507
Less accumulated depreciation	(1,034,122)	(991,314)
Real estate properties - net	5,484,617	5,193,193
Investment in direct financing leases	590,622	587,701
Mortgage notes receivable - net	660,569	679,795
Real estate properties, total	6,735,808	6,460,689
Other investments - net	203,832	89,299
Total investments held, continuing operations	6,939,640	6,549,988
Assets held for sale - net	73,589	6,599
Total investments	7,013,229	6,556,587
Cash and cash equivalents	8,985	1,592	$ 700,143	$ 4,489
Restricted cash	7,106	8,058
Accounts receivable - net	202,947	196,107
Goodwill	630,678	630,404
Investment in affiliates	433,085	300,409
Other assets	60,728	53,732
Total assets	8,356,758	7,746,889
LIABILITIES AND EQUITY
Revolving line of credit	530,000	230,000
Term loans	$ 1,100,000	$ 750,000
Secured Borrowings
Unsecured borrowings - net	$ 2,353,297	$ 2,352,882
Accrued expenses and other liabilities	$ 320,928	$ 326,815
Deferred income taxes
Intercompany payable		$ (13,673)
Total liabilities	$ 4,304,225	3,646,024
Stockholders' equity:
Common stock	$ 18,817	$ 18,740
Equity investment in affiliates
Common stock - additional paid-in capital	$ 4,629,423	$ 4,609,474
Cumulative net earnings	1,428,077	1,372,522
Cumulative dividends paid	(2,361,580)	(2,254,038)
Accumulated other comprehensive income (loss)	(21,702)	(8,712)
Total stockholders' equity	3,693,035	3,737,986
Noncontrolling interest	359,498	362,879
Total equity	4,052,533	4,100,865
Total liabilities and equity	8,356,758	7,746,889
Non-Guarantor Subsidiaries
Real estate properties
Land and buildings	570,221	559,451
Less accumulated depreciation	(32,901)	(27,836)
Real estate properties - net	$ 537,320	$ 531,615
Investment in direct financing leases
Mortgage notes receivable - net
Real estate properties, total	$ 537,320	$ 531,615
Other investments - net
Total investments held, continuing operations	$ 537,320	$ 531,615
Assets held for sale - net
Total investments	$ 537,320	$ 531,615
Cash and cash equivalents	422	3,832
Restricted cash	5,221	6,549
Accounts receivable - net	5,322	7,755
Goodwill	14,890	$ 15,279
Investment in affiliates	3,717
Other assets	128,604	$ 7,499
Total assets	$ 695,496	$ 572,529
LIABILITIES AND EQUITY
Revolving line of credit
Term loans
Secured Borrowings	$ 369,518	$ 361,460
Unsecured borrowings - net
Accrued expenses and other liabilities	$ 8,004	$ 6,891
Deferred income taxes	14,795	15,352
Intercompany payable	10,916	13,673
Total liabilities	$ 403,233	$ 397,376
Stockholders' equity:
Common stock
Equity investment in affiliates	$ 274,634	$ 156,830
Common stock - additional paid-in capital
Cumulative net earnings	$ 17,564	$ 18,246
Cumulative dividends paid
Accumulated other comprehensive income (loss)	$ 103	$ 77
Total stockholders' equity	292,301	$ 175,153
Noncontrolling interest	(38)
Total equity	292,263	$ 175,153
Total liabilities and equity	$ 695,496	$ 572,529
Elimination
Real estate properties
Land and buildings
Less accumulated depreciation
Real estate properties - net
Investment in direct financing leases
Mortgage notes receivable - net
Real estate properties, total
Other investments - net
Total investments held, continuing operations
Assets held for sale - net
Total investments
Cash and cash equivalents
Restricted cash
Accounts receivable - net
Goodwill
Investment in affiliates	$ (436,802)	$ (300,409)
Other assets
Total assets	$ (436,802)	$ (300,409)
LIABILITIES AND EQUITY
Revolving line of credit
Term loans
Secured Borrowings	$ (133,623)	$ (125,256)
Unsecured borrowings - net
Accrued expenses and other liabilities
Deferred income taxes
Intercompany payable	$ (10,916)
Total liabilities	$ (144,539)	$ (125,256)
Stockholders' equity:
Common stock
Equity investment in affiliates	$ (274,634)	$ (156,830)
Common stock - additional paid-in capital
Cumulative net earnings	$ (17,564)	$ (18,246)
Cumulative dividends paid
Accumulated other comprehensive income (loss)	$ (103)	$ (77)
Total stockholders' equity	(292,301)	$ (175,153)
Noncontrolling interest	38
Total equity	(292,263)	$ (175,153)
Total liabilities and equity	$ (436,802)	$ (300,409)

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CONSOLIDATING FINANCIAL STATEMENTS (Detail 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Revenue
Rental income	$ 176,703	$ 100,964
Income from direct financing leases	15,442	14,346
Mortgage interest income	16,606	16,579
Other investment income - net	4,128	1,531
Total operating revenues	212,879	133,420
Expenses
Depreciation and amortization	62,433	30,610
General and administrative	10,455	6,014
Acquisition costs	3,771	4,868
Impairment loss on real estate properties	34,558	5,982
Provisions for uncollectible mortgages, notes and accounts receivable	5,124	(2)
Total operating expenses	116,341	47,472
Income before other income and expense	96,538	85,948
Other income (expense):
Interest income	8	193
Interest expense	(37,222)	(32,359)
Interest - amortization of deferred financing costs	(2,132)	(1,353)
Interest - refinancing costs	(298)	$ (9,377)
Realized loss on foreign exchange	$ (22)
Equity in earnings
Total other expense	$ (39,666)	$ (42,896)
Income before gain (loss) on assets sold	56,872	$ 43,052
Gain on assets sold - net	1,571
Income from continuing operations before income taxes	58,443	$ 43,052
Income taxes	(247)
Net income	58,196	$ 43,052
Net income attributable to noncontrolling interest	(2,641)
Net income available to common stockholders	55,555	$ 43,052
Net income	58,196	$ 43,052
Other comprehensive loss - foreign currency translation	(4,730)
Other comprehensive loss - cash flow hedges	(8,876)
Total comprehensive income	44,590	$ 43,052
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest	(2,025)
Comprehensive income attributable to common stockholders	42,565	43,052
Issuer & Subsidiary Guarantors
Revenue
Rental income	163,393	98,589
Income from direct financing leases	15,442	14,346
Mortgage interest income	16,606	16,579
Other investment income - net	4,128	1,531
Total operating revenues	199,569	131,045
Expenses
Depreciation and amortization	57,279	29,611
General and administrative	10,343	5,985
Acquisition costs	2,429	4,868
Impairment loss on real estate properties	34,340	5,982
Provisions for uncollectible mortgages, notes and accounts receivable	1,862	(2)
Total operating expenses	106,253	46,444
Income before other income and expense	93,316	84,601
Other income (expense):
Interest income	5	190
Interest expense	(33,389)	(31,842)
Interest - amortization of deferred financing costs	(2,126)	(1,348)
Interest - refinancing costs	(298)	(9,377)
Realized loss on foreign exchange	(22)
Equity in earnings	(682)	828
Total other expense	(36,512)	(41,549)
Income before gain (loss) on assets sold	56,804
Gain on assets sold - net	1,571
Income from continuing operations before income taxes	58,375
Income taxes	(141)
Net income	58,234	43,052
Net income attributable to noncontrolling interest	(2,679)
Net income available to common stockholders	55,555	43,052
Net income	58,234	43,052
Other comprehensive loss - foreign currency translation	(4,730)
Other comprehensive loss - cash flow hedges	(8,876)
Total comprehensive income	44,628
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest	(2,063)
Comprehensive income attributable to common stockholders	42,565
Non-Guarantor Subsidiaries
Revenue
Rental income	$ 13,310	$ 2,375
Income from direct financing leases
Mortgage interest income
Other investment income - net
Total operating revenues	$ 13,310	$ 2,375
Expenses
Depreciation and amortization	5,154	999
General and administrative	112	$ 29
Acquisition costs	1,342
Impairment loss on real estate properties	218
Provisions for uncollectible mortgages, notes and accounts receivable	3,262
Total operating expenses	10,088	$ 1,028
Income before other income and expense	3,222	1,347
Other income (expense):
Interest income	3	3
Interest expense	(3,833)	(517)
Interest - amortization of deferred financing costs	$ (6)	$ (5)
Interest - refinancing costs
Realized loss on foreign exchange
Equity in earnings
Total other expense	$ (3,836)	$ (519)
Income before gain (loss) on assets sold	$ (614)
Gain on assets sold - net
Income from continuing operations before income taxes	$ (614)
Income taxes	(106)
Net income	(720)	828
Net income attributable to noncontrolling interest	38
Net income available to common stockholders	(682)	828
Net income	$ (720)	$ 828
Other comprehensive loss - foreign currency translation
Other comprehensive loss - cash flow hedges
Total comprehensive income	$ (720)
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest	38
Comprehensive income attributable to common stockholders	$ (682)
Elimination
Revenue
Rental income
Income from direct financing leases
Mortgage interest income
Other investment income - net
Total operating revenues
Expenses
Depreciation and amortization
General and administrative
Acquisition costs
Impairment loss on real estate properties
Provisions for uncollectible mortgages, notes and accounts receivable
Total operating expenses
Income before other income and expense
Other income (expense):
Interest income
Interest expense
Interest - amortization of deferred financing costs
Interest - refinancing costs
Realized loss on foreign exchange
Equity in earnings	$ 682	$ (828)
Total other expense	682	(828)
Income before gain (loss) on assets sold	$ 682
Gain on assets sold - net
Income from continuing operations before income taxes	$ 682
Income taxes
Net income	$ 682	(828)
Net income attributable to noncontrolling interest
Net income available to common stockholders	$ 682	(828)
Net income	$ 682	$ (828)
Other comprehensive loss - foreign currency translation
Other comprehensive loss - cash flow hedges
Total comprehensive income	$ 682
(Deduct) add: comprehensive income (loss) attributable to noncontrolling interest
Comprehensive income attributable to common stockholders	$ 682

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CONSOLIDATING FINANCIAL STATEMENTS (Detail 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities
Net income	$ 58,196	$ 43,052
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	62,433	30,610
Provision for impairment on real estate properties	34,558	5,982
Provision for uncollectible mortgages, notes and accounts receivable	5,124	(2)
Amortization of deferred financing and refinancing costs	2,430	10,730
Accretion of direct financing leases	(2,921)	(2,614)
Stock-based compensation	2,778	1,610
Gain on assets sold - net	(1,571)
Amortization of acquired in-place leases - net	(4,300)	(1,192)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable, net	560	(196)
Straight-line rent receivables	(9,947)	(5,275)
Lease inducements	647	(2,110)
Effective yield receivable on mortgage notes	(819)	(1,120)
Other operating assets and liabilities	(19,989)	23,819
Net cash provided by operating activities	127,179	103,294
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired	(416,104)	(6,300)
Investment in construction in progress	(16,316)	(5,851)
Deposit to acquire real estate	$ (113,816)
Investment in U.K. subsidiary
Placement of mortgage loans	$ (6,162)	(2,002)
Proceeds from sale of real estate investments	2,392	255
Capital improvements to real estate investments	(9,544)	(5,604)
Proceeds from other investments	1,461	2,155
Investments in other investments	(116,003)	(1,468)
Collection of mortgage principal	312	288
Net cash used in investing activities	(673,780)	(18,527)
Cash flows from financing activities
Proceeds from credit facility borrowings	670,000	6,000
Payments on credit facility borrowings	(370,000)	(91,000)
Receipts of other long-term borrowings	350,000	689,822
Payments of other long-term borrowings	(309)	(347,883)
Payments of financing related costs	(3,576)	(21,318)
Receipts from dividend reinvestment plan	19,596	5,414
Payments for exercised options and restricted stock - net	(2,381)	(1,906)
Net proceeds from issuance of common stock		440,019
Dividends paid	(107,500)	(68,261)
Redemption of OP Units	(10)
Distributions to OP Unit holders	(5,131)
Net cash provided by (used in) financing activities	550,689	610,887
Increase in cash and cash equivalents	4,088	695,654
Effect of foreign currency translation on cash and cash equivalents	(105)
Cash and cash equivalents at beginning of period	5,424	4,489
Cash and cash equivalents at end of period	9,407	700,143
Issuer & Subsidiary Guarantors
Cash flows from operating activities
Net income	58,234	43,052
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	57,279	29,611
Provision for impairment on real estate properties	34,340	5,982
Provision for uncollectible mortgages, notes and accounts receivable	1,862	(2)
Amortization of deferred financing and refinancing costs	2,424	10,725
Accretion of direct financing leases	(2,921)	(2,614)
Stock-based compensation	2,778	1,610
Gain on assets sold - net	(1,571)
Amortization of acquired in-place leases - net	(4,300)	(1,192)
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable, net	581	(196)
Straight-line rent receivables	(9,111)	(5,124)
Lease inducements	647	(2,110)
Effective yield receivable on mortgage notes	(819)	(1,120)
Other operating assets and liabilities	(10,793)	23,373
Net cash provided by operating activities	128,630	101,995
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired	(401,700)	(6,300)
Investment in construction in progress	$ (16,316)	(5,851)
Deposit to acquire real estate
Investment in U.K. subsidiary	$ (127,239)
Placement of mortgage loans	(6,162)	(2,002)
Proceeds from sale of real estate investments	2,392	255
Capital improvements to real estate investments	(9,004)	(4,605)
Proceeds from other investments	1,461	2,155
Investments in other investments	(116,003)	(1,468)
Collection of mortgage principal	312	288
Net cash used in investing activities	(672,259)	(17,528)
Cash flows from financing activities
Proceeds from credit facility borrowings	670,000	6,000
Payments on credit facility borrowings	(370,000)	(91,000)
Receipts of other long-term borrowings	$ 350,000	689,822
Payments of other long-term borrowings		(347,583)
Payments of financing related costs	$ (3,552)	(21,318)
Receipts from dividend reinvestment plan	19,596	5,414
Payments for exercised options and restricted stock - net	(2,381)	(1,906)
Net proceeds from issuance of common stock		440,019
Dividends paid	(107,500)	(68,261)
Redemption of OP Units	(10)
Distributions to OP Unit holders	(5,131)
Net cash provided by (used in) financing activities	551,022	611,187
Increase in cash and cash equivalents	$ 7,393	$ 695,654
Effect of foreign currency translation on cash and cash equivalents
Cash and cash equivalents at beginning of period	$ 1,592	$ 4,489
Cash and cash equivalents at end of period	8,985	700,143
Non-Guarantor Subsidiaries
Cash flows from operating activities
Net income	(720)	828
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	5,154	$ 999
Provision for impairment on real estate properties	218
Provision for uncollectible mortgages, notes and accounts receivable	3,262
Amortization of deferred financing and refinancing costs	$ 6	$ 5
Accretion of direct financing leases
Stock-based compensation
Gain on assets sold - net
Amortization of acquired in-place leases - net
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable, net	$ (21)
Straight-line rent receivables	$ (836)	$ (151)
Lease inducements
Effective yield receivable on mortgage notes
Other operating assets and liabilities	$ (8,514)	$ (382)
Net cash provided by operating activities	(1,451)	$ 1,299
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired	$ (14,404)
Investment in construction in progress
Deposit to acquire real estate	$ (113,816)
Investment in U.K. subsidiary	$ 127,239
Placement of mortgage loans
Proceeds from sale of real estate investments
Capital improvements to real estate investments	$ (540)	$ (999)
Proceeds from other investments
Investments in other investments
Collection of mortgage principal
Net cash used in investing activities	$ (1,521)	$ (999)
Cash flows from financing activities
Proceeds from credit facility borrowings
Payments on credit facility borrowings
Receipts of other long-term borrowings
Payments of other long-term borrowings	$ (309)	$ (300)
Payments of financing related costs	$ (24)
Receipts from dividend reinvestment plan
Payments for exercised options and restricted stock - net
Dividends paid
Redemption of OP Units
Distributions to OP Unit holders
Net cash provided by (used in) financing activities	$ (333)	$ (300)
Increase in cash and cash equivalents	(3,305)
Effect of foreign currency translation on cash and cash equivalents	(105)
Cash and cash equivalents at beginning of period	3,832
Cash and cash equivalents at end of period	422
Elimination
Cash flows from operating activities
Net income	$ 682	$ (828)
Adjustment to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Provision for impairment on real estate properties
Provision for uncollectible mortgages, notes and accounts receivable
Amortization of deferred financing and refinancing costs
Accretion of direct financing leases
Stock-based compensation
Gain on assets sold - net
Amortization of acquired in-place leases - net
Change in operating assets and liabilities - net of amounts assumed/acquired:
Accounts receivable, net
Straight-line rent receivables
Lease inducements
Effective yield receivable on mortgage notes
Other operating assets and liabilities	$ (682)	$ 828
Net cash provided by operating activities
Cash flows from investing activities
Acquisition of real estate - net of liabilities assumed and escrows acquired
Investment in construction in progress
Deposit to acquire real estate
Investment in U.K. subsidiary
Placement of mortgage loans
Proceeds from sale of real estate investments
Capital improvements to real estate investments
Proceeds from other investments
Investments in other investments
Collection of mortgage principal
Net cash used in investing activities
Cash flows from financing activities
Proceeds from credit facility borrowings
Payments on credit facility borrowings
Receipts of other long-term borrowings
Payments of other long-term borrowings
Payments of financing related costs
Receipts from dividend reinvestment plan
Payments for exercised options and restricted stock - net
Dividends paid
Redemption of OP Units
Distributions to OP Unit holders
Net cash provided by (used in) financing activities
Increase in cash and cash equivalents
Effect of foreign currency translation on cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

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CONSOLIDATING FINANCIAL STATEMENTS (Narrative) (Detail) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
5.875% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Interest rate	5.875%
4.95% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.95%
4.50% notes due 2025
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.50%
5.25% notes due 2026
Condensed Financial Statements, Captions [Line Items]
Interest rate	5.25%
4.50% notes due 2027
Condensed Financial Statements, Captions [Line Items]
Interest rate	4.50%
Unsecured borrowings | 5.875% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 400,000	$ 400,000
Interest rate	5.875%
Unsecured borrowings | 4.95% notes due 2024
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 400,000	400,000
Interest rate	4.95%
Unsecured borrowings | 4.50% notes due 2025
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 250,000	250,000
Interest rate	4.50%
Unsecured borrowings | 5.25% notes due 2026
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 600,000	600,000
Interest rate	5.25%
Unsecured borrowings | 4.50% notes due 2027
Condensed Financial Statements, Captions [Line Items]
Senior notes, principal amount	$ 700,000	$ 700,000
Interest rate	4.50%

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SUBSEQUENT EVENTS (Narrative) (Detail) - Subsequent Event $ in Millions		1 Months Ended
	Apr. 01, 2016 USD ($) Bed Care_Home	Apr. 29, 2016 USD ($) Facility
Subsequent Event [Line Items]
Number of held for sale facilities sold | Facility		4
Carrying value of held for sale		$ 15
Facilities sold cost		24
Payment to repay certain mortgages and other investments		55
Amount of mortgages and other investments		$ 50
Care Homes
Subsequent Event [Line Items]
Number of care homes located in the United Kingdom | Care_Home	10
Cash paid for acquisition	$ 114
Number of registered beds | Bed	743
Percentage of initial annual cash yield	7.00%