8-K: Current report filing
Published on May 7, 2010
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): May 7, 2010
OMEGA
HEALTHCARE INVESTORS, INC.
(Exact
name of registrant as specified in charter)
|
Maryland
|
1-11316
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38-3041398
|
|
(State
of incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
200
International Circle
Suite
3500
Hunt
Valley, Maryland 21030
(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:
o
Written communications pursuant to Rule 425 under the Securities
Act.
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act.
o
Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange
Act.
o
Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange
Act.
Item
8.01 Other Events.
As previously reported, on
November 17, 2009, Omega Healthcare Investors, Inc. (“Omega”) entered into a
securities purchase agreement with CapitalSource Inc. (“CapitalSource”) and
certain of its subsidiaries, pursuant to which Omega agreed, subject to the
terms and conditions of the purchase agreement, to purchase (i) certain
CapitalSource subsidiaries owning 40 long-term care facilities unencumbered by
third party financing (the “Core Portfolio”), (ii) certain CapitalSource
subsidiaries owning 40 long-term care facilities encumbered by long-term
mortgage financing guaranteed by the U.S. Department of Housing and Urban
Development (the “HUD Portfolio”), and (iii) and
an option to purchase certain other CapitalSource subsidiaries owning an
additional 63 long-term care facilities (the “Option Portfolio”). As
previously reported, on December 22, 2009, Omega closed on its acquisition of
the Core Portfolio, and on April 19, 2010, Omega provided CapitalSource with
notice of its intent to exercise its option to purchase the Option
Portfolio. Omega anticipates acquiring the HUD Portfolio and the
Option Portfolio during the second quarter of 2010. Omega’s
acquisition of each of the HUD Portfolio and the Option Portfolio is subject to
customary closing conditions, and there can be no assurance that the
transactions will be consummated.
This Current Report on
Form 8-K provides certain financial and pro forma information required under
Item 9.01 of Form 8-K regarding the facilities that constitute the HUD Portfolio
and the Option Portfolio.
This Current Report on
Form 8-K contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements about the
purchase of the CapitalSource entities, which are subject to numerous
conditions, requirements, adjustments, options, assumptions, risks and
uncertainties. All statements contained in this release that are not clearly
historical in nature are forward-looking, and the words “anticipate,” “assume,”
“intend,” “believe,” “expect,” “estimate,” “plan,” “goal,” “will,” “continue,”
“should,” and similar expressions are generally intended to identify
forward-looking statements. All forward-looking statements (including statements
regarding future transactions) involve risks, uncertainties and contingencies,
many of which are beyond our control, which may cause actual results,
performance or achievements to differ materially from anticipated results,
performance or achievements. Actual results could differ materially from those
contained or implied by such statements for a variety of factors, including
without limitation: the remaining CapitalSource transactions may not be
completed on the proposed terms and schedule or at all; changes in economic or
market conditions; continued or worsening recession in the overall economy or
disruptions in credit and other markets; movements in interest rates and lending
spreads; continued or worsening credit losses, charge-offs, reserves and
delinquencies; our ability to successfully and cost effectively operate our
business; competitive and other market pressures on product pricing and
services; success and timing of our business strategies; the nature, extent and
timing of governmental actions and reforms; changes in tax laws or regulations
affecting our business; and other factors described in Omega’s 2009 Annual
Report on Form 10-K and documents subsequently filed by Omega with the
Securities and Exchange Commission. All forward-looking statements included in
this report are based on information available at the time of this report. Omega
is under no obligation to (and expressly disclaims any such obligation to)
update or alter forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable
law.
Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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| Filed as Exhibit 99.1 herewith. |
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(b)
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Pro
Forma Financial Information
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| Filed as Exhibit 99.2 herewith. |
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(c)
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Shell
Company Transactions
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| Not Applicable. |
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(d)
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Exhibits:
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Exhibit
No.
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Description
of Exhibit
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23.1
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Consent
of Ernst & Young LLP with respect to the Healthcare Real Estate
Carve-out of CapitalSource Inc.: Closing II and Healthcare Real Estate
Carve-out of CapitalSource Inc.: Closing III
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|
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99.1
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Healthcare
Real Estate Carve-out of CapitalSource Inc.: Closing II, Combined
Statements of Revenues and Certain Expenses for the year ended December
31, 2009 and Healthcare Real Estate Carve-out of CapitalSource Inc.:
Closing III, Combined Statements of Revenues and Certain Expenses for the
year ended December 31, 2009
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|
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99.2
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Omega
Unaudited Pro Forma Condensed Consolidated Financial Statements as of and
for the year ended December 31,
2009
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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.
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OMEGA
HEALTHCARE INVESTORS, INC.
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(Registrant)
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Dated:
May 7, 2010
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By:
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/s/
C. Taylor Pickett
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C.
Taylor Pickett
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||
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President
and Chief Executive Officer
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