8-K: Current report filing
Published on April 23, 2008
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 18, 2008
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:
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 April 18, 2008, OHI Asset III (PA)
(“OHI”), a wholly owned subsidiary of Omega Healthcare Investors, Inc., and
certain affiliated entities of CommuniCare Health Services (“CommuniCare”),
entered into the Second Consolidated Amended and Restated Master Lease (the
“Restated Master Lease”), amending and restating the Consolidated Amended and
Restated Master Lease dated as of February 1, 2007 (the “Existing Master
Lease”), pursuant to which the leases of certain facilities recently purchased
by OHI were consolidated into the Existing Master Lease. The current
term of the Restated Master Lease’s term expires on April 30, 2018, with two
remaining ten-year renewal option. The Restated Master Lease
increases annualized cash rent payable to OHI by $4.7 million to approximately
$24 million.
Also on April 18, 2008, OHI entered
into a Loan Agreement with certain affiliated entities of CommuniCare pursuant
to which OHI made a first mortgage loan in the principal amount of approximately
$74.9 million (the “Loan”). The Loan has a stated interest rate of
11% and matures on April 30, 2018, with two ten-year renewal
options. CommuniCare used the proceeds of the Loan to acquire seven
skilled nursing facilities located in Maryland. The Loan is secured
by a lien on the seven facilities. At the Loan closing, $4.9 million
of Loan proceeds were escrowed pending CommuniCare’s acquisition of an
additional 90 bed skilled nursing facility, also located in
Maryland. CommuniCare expects to acquire the additional facility
within eight months upon the satisfaction of certain contingencies, including
the granting of a lien on such facility to secure the Loan. If the
additional facility in not acquired, CommuniCare will be obligated to re-pay the
$4.9 million of escrowed Loan proceeds.
Item
2.02 Results
of Operations and Financial Condition
On April 23, 2008, 2008, Omega
Healthcare Investors, Inc. (“Omega”) issued a press release regarding its
financial results for the quarter ended March 31, 2008. 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 Financial
Statements and Exhibits
(d) Exhibits
Exhibit
No. Description of
Exhibit
99.1 Press
Release dated April 23, 2008.
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 hereunto duly
authorized.
OMEGA
HEALTHCARE INVESTORS, INC.
(Registrant)
Dated: April
23,
2008 By: /s/ C. Taylor
Pickett
C. Taylor
Pickett
President
and Chief Executive Officer
Exhibit
Index
Exhibit
No. Description of
Exhibit
99.1 Press
Release dated April 23, 2008.