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Published on May 13, 2011
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Terrence A. Childers |
| Direct: (404) 572-6820 | |
| May 13, 2011 | Bryan Cave LLP | |||
| One Atlantic Center | ||||
| VIA EDGAR | Fourteenth Floor | |||
| 1201 W. Peachtree St., NW | ||||
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U.S. Securities and Exchange
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Atlanta, GA 30309 | |||
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Commission
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Phone (404) 572-6600 | |||
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Division of Corporation Finance
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Fax (404) 572-6999 | |||
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100 F Street, N.E.
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www. bryancave.com | |||
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Washington, DC 20549
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Att: Folake K. Ayoola, Staff Attorney
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| Bryan Cave Offices | ||||
| Re: |
Omega HealthCare Investors, Inc.
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Atlanta | ||
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Registration Statement on Form S-4
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Charlotte | |||
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Filed March 4, 2011
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Chicago | |||
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File No. 333-172616
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Dallas | |||
| Hamburg | ||||
| Hong Kong | ||||
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Ladies and Gentlemen:
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Irvine | |||
| Jefferson City | ||||
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I am writing this letter on behalf of Omega Healthcare Investors, Inc. (the “Company”) in response to the comment letter of the Staff of the Commission dated March 24, 2011 regarding the above-referenced registration statement filed by the Company. In order to respond to the comment letter of the Staff, the Company will file Pre-Effective Amendment No. 1 to Registration Statement on Form S-4 (the “Amendment”). This letter sets forth each comment of the Staff in the comment letter (numbered in accordance with the comment letter) and, following each comment, sets forth the Company’s response.
General
1. We note that you incorporated by reference your Annual Report filed on 10-K for the year ended December 31, 2010. However, the 10-K incorporates information from the company’s proxy which has not yet been filed. Please note that we will not be in a position to declare your filing effective until such time as the complete disclosure required by Form 10-K has been filed. Thus, either please amend the 10-K to include Part III or file the proxy. Please refer to Compliance and Disclosure Interpretations, Securities Act Forms, Question 123.01, which can be found on our website, for guidance.
Response: The Company filed its Definitive Proxy Statement on April 29, 2011, with the Form 10-K Part III disclosure included therein.
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Bryan Cave LLP
I appreciate your prompt review and look forward to hearing from you with respect to the foregoing response. If you have any questions or if you require any additional information with respect to these matters, please contact me at (404) 572-6820 or Eliot Robinson at (404) 572-6785.
| Sincerely, | |
| /s/ Terrence A. Childers | |
| Terrence A. Childers |
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cc:
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Tom Kluck
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U.S. Securities and Exchange Commission
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Eliot W. Robinson
Bryan Cave LLP
Robert O. Stephenson
Omega Healthcare Investors, Inc.