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 20, 2010
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
|
38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
200
International Circle
Suite
3500
Hunt
Valley, Maryland 21030
(Address
of principal executive offices / Zip Code)
(410)
427-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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
8.01 Other Events.
On April
20, 2010, Omega Healthcare Investors, Inc. (“Omega”) announced that it had
exercised its option to acquire 63 additional long-term care facilities (the
“Option Portfolio”) from affiliates of CapitalSource Inc.
(“CapitalSource”). The aggregate consideration to be paid at the
closing of the Option Portfolio (the “Option Closing”), which is expected to
occur in June 2010, is approximately $295 million, consisting of approximately:
(i) $34 million in cash to sellers, and (ii) repayment of $261 million of debt
at closing. The 63 facilities comprising the Option Portfolio
represent 6,529 available beds located in 19 states, are part of 30 in-place
triple net leases among 18 operators. The 30 leases generate approximately $34
million of annualized revenue.
Omega
acquired the option to purchase the Option Portfolio in connection with its
previously reported Securities Purchase Agreement with CapitalSource, pursuant
to which Omega acquired entities owning 40 facilities on December 22, 2009, and
has agreed to acquire 40 additional facilities subject to obtaining consent of
the U.S. Department of Housing and Urban Development (the “HUD
Portfolio”).
The
consummation of the closings on each of the Option Portfolio and the HUD
Portfolio are subject to customary closing conditions, and there can be no
assurance as to when or whether such transactions will be
consummated. The purchase price payable at each such closing is also
subject to certain adjustments, including but not limited to a dollar-for-dollar
increase or decrease of the consideration to the extent the assumed debt is less
than or greater than the amount set forth in the purchase agreement, and an
upward or downward adjustment to prorate certain items of accrued and prepaid
income and expense of the CapitalSource subsidiaries to be
acquired.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press
Release, dated April 20, 2010.
This
Report on Form 8-K contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, including statements about
the proposed purchase of the CapitalSource subsidiaries, which is subject to
numerous conditions, requirements, adjustments, options, assumptions, risks and
uncertainties. Actual results may differ materially from those reflected in such
forward-looking statements as a result of a variety of factors, including, among
other things: (i) the ability of the parties to satisfy the various conditions
to the completion of the remaining transactions; (ii) potential adjustments to
the form and amount of consideration payable in connection with the remaining
transactions pursuant to the purchase agreement and option agreement; (iii)
potential unforeseen costs associated with the transactions. Statements
regarding future events and developments and the Company’s future performance,
as well as management's expectations, beliefs, plans, estimates or projections
relating to the future, are forward-looking statements. The Company
does not undertake and expressly disclaims any obligation to update any
forward-looking statements contained in this document.
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.
|
|
|
|
|
|
|
|
By: /s/ Robert O.
Stephenson
|
|
Name: Robert
O. Stephenson
|
|
Title:
Chief Financial Officer
|
Dated: April
20, 2010