Form: S-3ASR

Automatic shelf registration statement of securities of well-known seasoned issuers

September 27, 2024

Documents

S-3ASR: Automatic shelf registration statement of securities of well-known seasoned issuers

Published on September 27, 2024

S-3 S-3ASR EX-FILING FEES 0000888491 OMEGA HEALTHCARE INVESTORS INC 0000888491 2024-09-25 2024-09-25 0000888491 1 2024-09-25 2024-09-25 0000888491 2 2024-09-25 2024-09-25 0000888491 3 2024-09-25 2024-09-25 0000888491 4 2024-09-25 2024-09-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

OMEGA HEALTHCARE INVESTORS INC

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Debt Debt Securities 457(r) 0.0001476
Fees to be Paid 2 Equity Common Stock, par value $0.10 per share 457(r) 0.0001476
Fees to be Paid 3 Equity Preferred Stock, par value $1.00 per share 457(r) 0.0001476
Fees to be Paid 4 Debt Guarantees of Debt Securities 457(r) 0.0001476
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 0.00

$ 0.00

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 0.00

Offering Note

1

Information with respect to each class is omitted pursuant to General Instruction II.E of Form S-3. There are being registered hereunder such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock and such indeterminate number of shares of preferred stock. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. Additionally, this registration includes such indeterminate number of shares of common stock and preferred stock as may be required for delivery upon conversion or exercise of, or exchange for, debt securities, preferred stock or other securities as a result of anti-dilution provisions thereof. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.

2

Information with respect to each class is omitted pursuant to General Instruction II.E of Form S-3. There are being registered hereunder such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock and such indeterminate number of shares of preferred stock. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. Additionally, this registration includes such indeterminate number of shares of common stock and preferred stock as may be required for delivery upon conversion or exercise of, or exchange for, debt securities, preferred stock or other securities as a result of anti-dilution provisions thereof. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.

3

Information with respect to each class is omitted pursuant to General Instruction II.E of Form S-3. There are being registered hereunder such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock and such indeterminate number of shares of preferred stock. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. Additionally, this registration includes such indeterminate number of shares of common stock and preferred stock as may be required for delivery upon conversion or exercise of, or exchange for, debt securities, preferred stock or other securities as a result of anti-dilution provisions thereof. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee.

4

(1) Information with respect to each class is omitted pursuant to General Instruction II.E of Form S-3. There are being registered hereunder such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock and such indeterminate number of shares of preferred stock. Separate consideration may or may not be received for securities that are issuable upon exercise, conversion or exchange of other securities. Additionally, this registration includes such indeterminate number of shares of common stock and preferred stock as may be required for delivery upon conversion or exercise of, or exchange for, debt securities, preferred stock or other securities as a result of anti-dilution provisions thereof. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of all of the registration fee. (2) OHI Healthcare Properties Limited Partnership may fully and unconditionally guarantee any series of debt securities registered hereunder. Pursuant to Rule 457(n) under the Securities Act, no separate registration fee is payable with respect to the guarantees.