8-K: Current report filing

Omega Healthcare Investors, Inc. (“Omega”) entered into purchase agreements dated May 1, 2008 with certain institutional investors pursuant to which Omega agreed to sell up to a total of 5,906,674 shares of its common stock, par value $.10 per share, in a registered direct offering at a purchase price of $16.93 per share. Omega’s total net proceeds from the offering, after deducting the placement agent’s fee and other estimated offering expenses, will be approximately $98,749,991. The offering is expected to close on or about May 6, 2008, subject to satisfaction of customary closing conditions. Omega expects to use all of the proceeds from the sale to repay indebtedness outstanding under its senior credit facility.

In connection with the offering, Omega entered into a placement agent agreement with Cohen & Steers Capital Advisors, LLC (“Cohen & Steers”) pursuant to which Cohen & Steers agreed to act as Omega’s placement agent. As placement agent, Cohen & Steers will receive a placement agent fee equal to 0.75% of the gross proceeds from the offering, plus certain expenses. See Item 8.01 below for a description of additional fees and expenses related to the offering.

The offered shares were registered under an existing automatic shelf registration statement (the “Registration Statement”) on Form S-3ASR (Registration No. 333-150183) filed by Omega on April 10, 2008 with the Securities and Exchange Commission (“SEC”), including a related Prospectus as supplemented by a Prospectus Supplement dated May 1, 2008 and filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act of 1933.

A copy of the form of purchase agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. A copy of the placement agent agreement is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

A copy of Omega’s press release issued on May 1, 2008, announcing the offering and sale of its shares is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The opinion of counsel regarding the validity of the shares is attached hereto as Exhibit 5.1.

The following table is incorporated by reference into Item 14 of Part II of the Registration Statement, and sets forth the estimated expenses in connection with the issuance and distribution of the shares. All of the expenses will be borne by Omega except as otherwise indicated.

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