8-K: Current report filing

PRESS RELEASE - FOR IMMEDIATE RELEASE

Omega Healthcare Investors, Inc. Completes Rights Offering
and Explorer Investment

TIMONIUM, Md., February 21, 2002 -- Omega Healthcare Investors, Inc.
(NYSE:OHI) today announced the completion of its rights offering and private
placement with Explorer Holdings, L.P. Stockholders exercised subscription
rights to purchase a total of 6,402,632 shares of common stock at a subscription
price of $2.92 per share, raising gross proceeds of $18.70 million. Omega has
accepted all the validly exercised subscription rights, and Omega's transfer
agent is in the process of distributing stock certificates to stockholders
exercising their subscription rights. In a related transaction, Omega closed its
previously announced private placement with Explorer Holdings, L.P., Omega's
largest stockholder, raising gross proceeds of $31.30 million.

Omega expects to use the proceeds from the rights offering and private
placement to repay outstanding indebtedness and for working capital and other
general corporate purposes. The completion of the rights offering and the
Explorer investment were the only conditions precedent to the effectiveness of
the previously announced amendments to Omega's senior credit facilities.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry.

FOR FURTHER INFORMATION, CONTACT
Bob Stephenson at (410) 427-1722
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This announcement includes forward-looking statements. Omega has based
these forward-looking statements on its current expectations and projections
about future events. Although Omega believes that its assumptions made in
connection with the forward-looking statements are reasonable, no assurances can
be given that its assumptions and expectations will prove to have been correct.
These forward-looking statements are subject to various risks, uncertainties and
assumptions. Omega undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this announcement might not occur. In
particular, there can be no assurance that the proceeds from the rights offering
and private placement, together with the proceeds from anticipated asset sales
and cash flow from operations, will be sufficient to fully repay the
indebtedness that matures during the first half of 2002.