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): April 28, 2005
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland |
1-11316 |
38-3041398 |
|
(State
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification
No.) |
9690
Deereco Road
Suite
100
Timonium,
Maryland 21093
(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.
Item
1.01
As of
April 26, 2005, Omega Healthcare Investors, Inc. (“Omega”) amended (the “Third
Amendment”) its $200 million senior credit facility (the "Credit Facility") to
provide for, among other things, the reduction of the interest rate on
outstanding facility borrowings by fifty basis points, the reduction of the
letter of credit fees by fifty basis points and a modification and reduction to
fees paid in connection with unused amounts available under the Credit Facility.
This Third Amendment was by and among OHI Asset, LLC, OHI Asset (ID), LLC, OHI
Asset (LA), LLC, OHI Asset (TX), LLC, OHI Asset (CA), LLC, Delta Investors I,
LLC, Delta Investors II, LLC, and Texas Lessor - Stonegate, LP and Bank Of
America, N.A., as Administrative Agent, and the following lenders: Bank of
America, N.A., UBS Loan Finance LLC, Deutsche Bank Trust Company Americas,
General Electric Capital Corporation, Merrill Lynch Capital, JPMorgan Chase
Bank, N.A., Lasalle Bank, N.A., and National City Bank.
As a
result of the Third Amendment, the interest rate per annum applicable to the
Credit Facility is either the Eurodollar Rate, plus the Applicable Percentage
(as defined below), or the Base Rate, which will be the higher of (i) the rate
of interest publicly announced by the Administrative Agent of the Credit
Facility as its prime rate in effect, and (ii) the federal funds rate from time
to time plus 0.50%, plus, in each case, the Applicable Percentage. The
Applicable Percentage, the letter of credit fees and the unused fee associated
with unused amounts with respect to the Credit Facility are determined in
accordance with the following performance grid, based on our current
consolidated leverage ratio:
|
Applicable
Percentage |
|
Pricing
Level |
Consolidated
Leverage Ratio |
Eurodollar
Rate Loans |
Base
Rate Loans |
Letter
of Credit Fees |
Unused
Fee |
| |
if
usage > 50% |
if
usage <
50% |
| |
|
|
|
|
|
|
|
1 |
<
3.00 to 1.00 |
1.75% |
0.25% |
1.75% |
0.25% |
0.35% |
|
2 |
>
3.00 to 1.00 but < 3.50 to 1.00 |
2.00% |
0.50% |
2.00% |
0.25% |
0.35% |
|
3 |
>
3.50 to 1.00 but < 4.00 to 1.00 |
2.25% |
0.75% |
2.25% |
0.25% |
0.35% |
|
4 |
>
4.00 to 1.00 but < 4.50 to 1.00 |
2.50% |
1.00% |
2.50% |
0.25% |
0.35% |
|
5 |
>
4.50 to 1.0 |
2.75% |
1.25% |
2.75% |
0.25% |
0.35% |
The
foregoing description is qualified by reference in the entirety to the Third
Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated
by reference in this Item 1.01.
Item
2.02 Results
of Operations and Financial Condition
On April
28, 2005, Omega issued a press release regarding its financial results for the
quarter ended March 31, 2005. Omega’s press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated by
reference herein.
The
information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit
99.1 attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such
filing.
Item
9.01 Exhibits
| 10.1 |
Third
Amendment to Credit Agreement, dated as of April 26, 2005, among OHI
Asset, LLC, OHI Asset (ID), LLC, OHI Asset (LA), LLC, OHI Asset (TX), LLC,
OHI Asset (CA), LLC, Delta Investors I, LLC, Delta Investors II, LLC, and
Texas Lessor - Stonegate, LP, the lenders named therein, and Bank of
America, N.A. |
99.1 Press
Release dated April 28, 2005.
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)
Dated:
April 28, 2005 By: /s/
C. Taylor Pickett
C. Taylor
Pickett
President
and Chief Executive Officer