8-K: Current report filing
Published on October 3, 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): September 30, 2008
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
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Maryland
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1-11316
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38-3041398
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(State
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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.
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act.
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
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Item
1.01 Entry
into a Material Definitive Agreement
On
September 30, 2008, Omega Healthcare Investors, Inc. (the "Company") purchased
three skilled nursing facilities, one continuing care retirement facility, one
assisted living facility, and an independent living community (the “Additional
Guardian Facilities”) for a total investment of approximately $40 million. All
of the Additional Guardian Facilities are located in Pennsylvania. In
connection with the acquisition of the Additional Guardian Facilities, OHI Asset
(PA) Trust, a wholly owned subsidiary of the Company, and Guardian LTC
Management, Inc. (“Guardian”) entered into a Second Consolidated Amended and
Restated Master Lease (the “Restated Master Lease”), executed as of September
24, 2008 and effective as of September 30, 2008. The Restated Master
Lease amends and restates the Company’s prior master lease with Guardian: (i) to
include the Additional Guardian Facilities in the Company’s master lease with
Guardian, (ii) to increase contractual annual rent by $4 million, and (iii) to
extend the initial term of the Restated Master Lease to September 30,
2018. The Restated Master Lease provides for three
five-year renewal options with one additional renewal option for four years and
eleven months, for a maximum lease term of 29 years and eleven months if all
renewal options are exercised. The Restated Master lease
provides for annualized rent to the Company of approximately
$15.7 million with annual escalators.
The
foregoing description is qualified by reference in the entirety to the Restated
Master Lease, which is filed as Exhibit 10.1 hereto and incorporated by
reference herein.
Item
9.01
Exhibits Description
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10.1
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Second
Amended and Restated Master Lease by and between OHI Asset (PA) Trust, a
subsidiary of the Company, as lessor and Guardian LTC Management,
Inc, executed as of September 24, 2008 and effective as of
September 30, 2008.
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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: October
3,
2008 By: /s/ C. Taylor Pickett
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Name: C.
Taylor Pickett
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Title: President and Chief Executive Officer