Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the quarter ended March 31, 2020, Omega issued an aggregate of 8,060 shares of Omega common stock in exchange for an equivalent number of Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the Partnership Agreement.
+Added: During the quarter ended June 30, 2020, Omega issued an aggregate of 27,268 shares of Omega common stock in exchange for an equivalent number of Omega OP Units tendered to Omega OP for redemption in accordance with the provisions of the Partnership Agreement.
The Company issued these shares of Omega common stock in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, based upon factual representations received from the limited partners who received the Omega common stock.
Issuer Purchases of Equity Securities
+Added: On March 20, 2020, the Company authorized the repurchase of up to $200 million of our outstanding common stock from time to time over the twelve months ending March 20, 2021.
+Added: The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the
+Added: Company’s management and in accordance with applicable law.
+Added: The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations.
+Added: The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time.
Total Number of
5 unchanged sentences
Paid per Share
−Removed: January 1, 2020 - January 31, 2020
−Removed: February 1, 2020 to February 29, 2020
−Removed: March 1, 2020 to March 31, 2020 (1)
−Removed: (1) On March 20, 2020, the Company authorized the repurchase of up to $200 million of our outstanding common stock from time to time over the twelve months ending March 20, 2021.
−Removed: The Company is authorized to repurchase shares of its common stock in open market and privately negotiated transactions or in any other manner as determined by the Company’s management and in accordance with applicable law.
−Removed: The timing and amount of stock repurchases will be determined, in management’s discretion, based on a variety of factors, including but not limited to market conditions, other capital management needs and opportunities, and corporate and regulatory considerations.
−Removed: The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time.
+Added: April 1, 2020 to April 30, 2020
+Added: May 1, 2020 to May 31, 2020
+Added: June 1, 2020 to June 30, 2020
Item 6–Exhibits
−Removed: Second Amendment to Credit Agreement, dated as of October 28, 2019, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc.
−Removed: identified therein as guarantors, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders.*
−Removed: Second Amendment to Credit Agreement, dated as of October 28, 2019, among OHI Healthcare Properties Limited Partnership, the lenders named therein and Bank of America, N.A., as administrative agent for such lenders.*
−Removed: Second Amendment to Amended and Restated Credit Agreement, dated as of October 28, 2019, among Omega Healthcare Investors, Inc., certain subsidiaries of Omega Healthcare Investors, Inc.
−Removed: identified therein as guarantors, the lenders named therein and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as administrative agent for such lenders.*
+Added: Transition Agreement and Release, dated as of July 8, 2020, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Michael D.
+Added: Ritz (incorporated by reference to Exhibit 10.1 on the Company’s Form 8-K filed, on July 14, 2020).
+Added: Consulting Agreement, entered into as of July 8, 2020 and effective as of August 16, 2020, between Omega Healthcare Investors, Inc., and Michael D.
+Added: Ritz (incorporated by reference to Exhibit 10.2 on the Company’s Form 8-K, filed on July 14, 2020).
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.*
16 unchanged sentences
OMEGA HEALTHCARE INVESTORS, INC.
+Added: August 7, 2020
TAYLOR PICKETT
1 unchanged sentence
Chief Executive Officer
+Added: August 7, 2020
/S/ ROBERT O.
3 unchanged sentences
Omega Healthcare Investors, Inc., its General Partner
+Added: August 7, 2020
TAYLOR PICKETT
1 unchanged sentence
Chief Executive Officer
+Added: August 7, 2020
/S/ ROBERT O.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.