OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds During the quarter ended September 30, 2020, Omega issued an aggregate of 2,562 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 ​ 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. 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. 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. The Company has no obligation to repurchase any amount of its common stock, and such repurchases, if any, may be discontinued at any time. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Maximum ​ ​ ​ ​ ​ ​ ​ Total Number of ​ Number (or ​ ​ ​ ​ ​ ​ ​ Shares ​ Approximate ​ ​ ​ ​ ​ ​ ​ Purchased as ​ Dollar Value) of ​ ​ ​ ​ ​ ​ ​ Part of Publicly ​ Shares that may ​ ​ Total Number ​ ​ ​ Announced ​ be Purchased ​ ​ of Shares ​ Average Price ​ Plans or ​ Under these Plans Period Purchased Paid per Share Programs or Programs July 1, 2020 to July 31, 2020 — ​ $ — — — August 1, 2020 to August 31, 2020 — ​ — — — September 1, 2020 to September 30, 2020 — ​ — — — Total — ​ $ — — — ​ ​ ​ ​ ​ 74 Table of Contents Item 6–Exhibits ​ ​ ​ Exhibit No. ​ ​ 4.1 ​ Indenture dated as of October 9, 2020, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 on the Company’s Form 8-K, filed on October 9, 2020). 4.2 ​ First Supplemental Indenture, dated as of October 30, 2020, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S. Bank National Association, as trustee, related to the 3.625% Senior Notes due 2029.* 10.1 ​ Transition Agreement and Release, dated as of July 8, 2020, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Michael D. Ritz (incorporated by reference to Exhibit 10.1 on the Company’s Form 8-K filed, on July 14, 2020). 10.2 ​ Consulting Agreement, entered into as of July 8, 2020 and effective as of August 16, 2020, between Omega Healthcare Investors, Inc., and Michael D. Ritz (incorporated by reference to Exhibit 10.2 on the Company’s Form 8-K, filed on July 14, 2020). 31.1 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.* 31.2 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.* 31.3 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of OHI Healthcare Properties Limited Partnership.* 31.4 ​ Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of OHI Healthcare Properties Limited Partnership.* 32.1 ​ Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.* 32.2 ​ Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.* 32.3 ​ Section 1350 Certification of the Chief Executive Officer of OHI Healthcare Properties Limited Partnership.* 32.4 ​ Section 1350 Certification of the Chief Financial Officer of OHI Healthcare Properties Limited Partnership.* 101.INS ​ XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 ​ Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101). * Exhibits that are filed herewith. ​ 75 Table of Contents 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. OMEGA HEALTHCARE INVESTORS, INC. Registrant Date: November 3, 2020 By: /S/ C. TAYLOR PICKETT ​ ​ C. Taylor Pickett ​ ​ Chief Executive Officer ​ ​ ​ Date: November 3, 2020 By: /S/ ROBERT O. STEPHENSON ​ ​ Robert O. Stephenson ​ ​ Chief Financial Officer ​ OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP Co-Registrant By: Omega Healthcare Investors, Inc., its General Partner ​ ​ ​ Date: November 3, 2020 By: /S/ C. TAYLOR PICKETT ​ ​ C. Taylor Pickett ​ ​ Chief Executive Officer ​ ​ ​ Date: November 3, 2020 By: /S/ ROBERT O. STEPHENSON ​ ​ Robert O. Stephenson ​ ​ Chief Financial Officer ​ ​ ​ 76