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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 20, 2025
OMEGA HEALTHCARE INVESTORS, INC.
(Exact name of registrant as specified in
its charter)
| Maryland |
1-11316 |
38-3041398 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
303 International Circle
Suite 200
Hunt Valley, Maryland 21030
(Address of principal executive offices
/ Zip Code)
(410) 427-1700
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act. |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act. |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. |
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
| |
|
|
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $.10 par value |
OHI |
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. |
Entry into a Material Definitive Agreement. |
On June 20, 2025, Omega Healthcare Investors, Inc. (“Omega”)
completed an underwritten public offering of $600 million aggregate principal amount of its 5.200% Senior Notes due 2030 (the “Notes”).
The Notes are governed by the terms of the Indenture, dated as of June 20, 2025 (the “Base
Indenture”), among Omega, as issuer, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),
as supplemented by the First Supplemental Indenture dated June 20, 2025 (the “Supplemental Indenture” and, the Base Indenture
as supplemented by the Supplemental Indenture, the “Indenture”), among Omega, the subsidiary guarantor identified below and
the Trustee.
The Notes are guaranteed by Omega’s subsidiary, OHI Healthcare
Properties Limited Partnership, and will be guaranteed by Omega’s existing and future subsidiaries that guarantee unsecured indebtedness
for money borrowed of Omega in a principal amount at least equal to $100 million. The public offering price of the Notes was 99.118% of
the principal amount.
Omega expects to use the net
proceeds from the Notes offering for general corporate purposes, which may include, among other things, repayment of existing indebtedness
and future acquisition or investment opportunities in healthcare-related real estate properties and to pay certain fees and expenses related
to the offering.
The Notes mature on July 1, 2030, and bear interest at a rate of 5.200%
per annum, payable semi-annually, on January 1 and July 1 of each year, commencing on January 1, 2026.
The Notes are Omega’s unsecured senior obligations and rank equally
in right of payment with all of Omega’s existing and future senior debt and senior in right of payment to all of Omega’s existing
and future subordinated debt. The Notes are effectively subordinated in right of payment to any of Omega’s existing and future secured
indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing
and future liabilities (including indebtedness, trade payable and lease obligations) of each of Omega’s non-guarantor subsidiaries.
Omega may redeem some or all of the Notes prior to June 1, 2030 (the
“Par Call Date”) at a price equal to 100% of the principal amount of Notes to be redeemed, plus a “make-whole”
premium calculated by reference to U.S. Treasuries with a maturity comparable to the Par Call Date (and assuming that such Notes matured,
and that interest on such Notes was payable, on the Par Call Date), plus accrued and unpaid interest, if any, to, but not including, the
applicable redemption date. The Notes will be redeemable at any time on or after the Par Call Date at a redemption price equal to 100%
of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.
The Indenture contains certain covenants that limit the ability of
Omega and certain of its subsidiaries to, among other things, incur additional indebtedness and merge, consolidate or sell all or substantially
all of the assets of Omega or its subsidiary guarantors’ assets. The Indenture also contains a covenant requiring Omega and its
subsidiaries to maintain a certain amount of unencumbered assets.
The Indenture contains customary events of default including, without
limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other
indebtedness in excess of specified amounts and certain events of bankruptcy and insolvency. An event of default under the Indenture will
allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes to accelerate, or
in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The offering was made pursuant to Omega’s automatic shelf registration
statement on Form S-3 (Registration No. 333-282376) and a related prospectus supplement filed with the Securities and Exchange Commission.
The foregoing description of the Notes and Indenture is qualified in
its entirety by reference to the actual text of the Indenture (including the forms of Notes included therein), which is filed herewith
as Exhibit 4.1 and Exhibit 4.2 and is incorporated herein by reference.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in “Item 1.01. Entry into a Material
Definitive Agreement” is incorporated in this Item 2.03 by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibit
Number |
Description |
| |
|
| 4.1 |
Indenture dated as of June 20, 2025, among
Omega Healthcare Investors, Inc. and U.S. Bank Trust Company, National Association, as Trustee |
| 4.2 |
First Supplemental Indenture dated as of
June 20, 2025, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and
U.S. Bank Trust Company, National Association, as Trustee |
| 5.1 |
Opinion of Shapiro Sher Guinot & Sandler, P.A. |
| 5.2 |
Opinion of Bryan Cave Leighton Paisner LLP |
| 8.1 |
Tax Opinion of Bryan Cave Leighton Paisner LLP |
| 23.1 |
Consent of Shapiro Sher Guinot & Sandler, P.A. (Included in Exhibit 5.1) |
| 23.2 |
Consent of Bryan Cave Leighton Paisner LLP (Included in Exhibit 5.2 and 8.1) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the co-registrants have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
OMEGA HEALTHCARE INVESTORS, INC. |
| Dated: June 20, 2025 |
By: |
/s/ Robert O. Stephenson |
| |
|
Robert O. Stephenson |
| |
|
Chief Financial Officer, Treasurer and Assistant Secretary |
