8-K: Current report filing
Published on December 21, 2005
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): December 21, 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 Entry
into a Material Definitive Agreement
On
December 16, 2005,
Omega Healthcare Investors, Inc. (the "Company") entered into an agreement
to
purchase ten skilled nursing facilities (“SNFs”) and one assisted living
facility (“ALF”) for a total investment of $115.5 million (the “Purchase
Agreement”). All of the facilities are located in Ohio. The facilities purchased
are subject to a new ten year master lease (the “Master Lease”), effective
December 16, 2005,
between the Company and affiliates of an existing operator, CommuniCare Health
Services, Inc. (“CommuniCare”). The Master lease provides for annualized rent of
approximately $11.6 million and contains annual escalators and two ten year
renewal options.
In
addition, the Company will make available to CommuniCare a one year working
capital line of credit totaling $12.5 million.
The
Purchase Agreement was by any between Cleveland Seniorcare Corp., an Indiana
corporation, and OHI Asset II (OH), LLC, a Delaware LLC. The purchase price
of
the facilities was $114.75 million, net of a $0.25 million adjustment for
capital improvements and equipment lease buy-outs deducted from the purchase
price. The Purchase Agreement contains representations, warranties and
indemnification provisions customary for such transactions.
On
December 16, 2005, the Company issued a press release regarding the closing
on
the foregoing.
The
foregoing description is qualified by reference in the entirety to the Purchase
Agreement, the Master Lease and the press release dated December 16, 2005,
copies of which are filed herewith as Exhibit 10.1, Exhibit 10.2 and Exhibit
99.1, respectively, and are incorporated by reference into this Item 1.01.
Item
2.01 Completion
of Acquisition or Disposition of Assets
See
Item
1.01 above, which is incorporated herein by reference, for a discussion of
the
acquired assets.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an Odd-Balance Sheet
Arrangement of a Registrant
The
Company previously established a senior revolving credit facility under its
Credit Agreement, dated as of March 22, 2004, (as amended from time to time,
the
"Senior Credit Facility"), 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, the lenders identified therein and Bank of America,
N.A., as Administrative Agent. On December 14, 2005 in connection with the
investments described in Item 1.01, the Company increased its borrowings under
its Senior Credit Facility by $120 million, such that the Company had an
aggregate of $131 million outstanding on December 16, 2005.
The
foregoing description is qualified by reference in the entirety to the press
release filed herewith as Exhibit 99.1 and which is incorporated by reference
into this Item 1.01.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits.
Exhibit
Number Description
|
10.1
|
Purchase
Agreement dated as of December 16, 2005 by and between Cleveland
Seniorcare Corp. and OHI Asset II (OH),
LLC
|
|
10.2
|
Master
Lease dated December 16, 2005 by and between OHI Asset II (OH), LLC
as
lessor, and CSC MSTR LSCO, LLC as
lessee
|
|
99.1
|
Press
Release dated December 16, 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:
December 21, 2005 By:
/s/
C. Taylor Pickett
C.
Taylor
Pickett
President
and Chief Executive Officer
EXHIBIT
INDEX
Exhibit
Number Description
|
10.1
|
Purchase
Agreement dated as of December 16, 2005 by and between Cleveland
Seniorcare Corp. and OHI Asset II (OH),
LLC
|
|
10.2
|
Master
Lease dated December 16, 2005 by and between OHI Asset II (OH), LLC
as
lessor, and CSC MSTR LSCO, LLC as
lessee
|
|
99.1
|
Press
Release dated December 16, 2005
|