Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
+Added: During the quarter ended March 31, 2021, Omega issued an aggregate of 2,221 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.
1 unchanged sentence
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
−Removed: Company’s management and in accordance with applicable law.
+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 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.
+Added: During the first quarter of 2021, we did not purchase any shares of our outstanding common stock.
Total Number of
5 unchanged sentences
Paid per Share
−Removed: July 1, 2020 to July 31, 2020
−Removed: August 1, 2020 to August 31, 2020
−Removed: September 1, 2020 to September 30, 2020
+Added: January 1, 2021 to January 31, 2021
+Added: February 1, 2021 to February 28, 2021
+Added: March 1, 2021 to March 31, 2021
Item 6–Exhibits
−Removed: Indenture dated as of October 9, 2020, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S.
−Removed: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 on the Company’s Form 8-K, filed on October 9, 2020).
−Removed: 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.
−Removed: Bank National Association, as trustee, related to the 3.625% Senior Notes due 2029.*
−Removed: Transition Agreement and Release, dated as of July 8, 2020, between Omega Healthcare Investors, Inc., Omega Asset Management LLC and Michael D.
−Removed: Ritz (incorporated by reference to Exhibit 10.1 on the Company’s Form 8-K filed, on July 14, 2020).
−Removed: Consulting Agreement, entered into as of July 8, 2020 and effective as of August 16, 2020, between Omega Healthcare Investors, Inc., and Michael D.
−Removed: Ritz (incorporated by reference to Exhibit 10.2 on the Company’s Form 8-K, filed on July 14, 2020).
+Added: Amended and Restated Bylaws of Omega Healthcare Investors, Inc.
+Added: as of April 8, 2021 (incorporated by reference to Exhibit 3.1 on the Company’s Form 8-K, filed on April 14, 2021).
+Added: Indenture dated as of M arch 10 , 2021, among Omega Healthcare Investors, Inc., OHI Healthcare Properties Limited Partnership, as Subsidiary Guarantor, and U.S.
+Added: Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 on the Company’s Form 8-K, filed on March 10, 2021).
+Added: Form of Amendment to Employment Agreement for the Company’s executive officers, effective as of January 1, 2021 for the Company’s executive officers (incorporated by reference to Exhibit 10.12 on the Company’s Form 10-K, filed on February 22, 2021).
+Added: Subsidiary guarantors of guaranteed securities.*
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of Omega Healthcare Investors, Inc.*
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of Omega Healthcare Investors, Inc.*
−Removed: Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of OHI Healthcare Properties Limited Partnership.*
−Removed: Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of OHI Healthcare Properties Limited Partnership.*
Section 1350 Certification of the Chief Executive Officer of Omega Healthcare Investors, Inc.*
Section 1350 Certification of the Chief Financial Officer of Omega Healthcare Investors, Inc.*
−Removed: Section 1350 Certification of the Chief Executive Officer of OHI Healthcare Properties Limited Partnership.*
−Removed: Section 1350 Certification of the Chief Financial Officer of OHI Healthcare Properties Limited Partnership.*
−Removed: 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.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, formatted in Inline XBRL:
+Added: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Changes in Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).
2 unchanged sentences
OMEGA HEALTHCARE INVESTORS, INC.
−Removed: November 3, 2020
TAYLOR PICKETT
1 unchanged sentence
Chief Executive Officer
−Removed: November 3, 2020
/S/ ROBERT O.
Chief Financial Officer
−Removed: OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
−Removed: Co-Registrant
−Removed: Omega Healthcare Investors, Inc., its General Partner
−Removed: November 3, 2020
−Removed: TAYLOR PICKETT
−Removed: Taylor Pickett
−Removed: Chief Executive Officer
−Removed: November 3, 2020
−Removed: /S/ ROBERT O.
−Removed: Chief Financial Officer
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.