OMEGA HEALTHCARE INVESTORS INC 10-Q

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 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. 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. During the first quarter of 2021, we did not purchase any shares of our outstanding common stock. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 January 1, 2021 to January 31, 2021 — ​ $ — — — February 1, 2021 to February 28, 2021 — ​ — — — March 1, 2021 to March 31, 2021 — ​ — — — Total — ​ $ — — — ​ ​ ​ ​ ​ ​ 49 Table of Contents Item 6–Exhibits ​ ​ ​ Exhibit No. ​ ​ 3.1 ​ Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of April 8, 2021 (incorporated by reference to Exhibit 3.1 on the Company’s Form 8-K, filed on April 14, 2021). 4.1 ​ Indenture dated as of M arch 10 , 2021, 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 March 10, 2021). 10.1 ​ 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). 22.1 ​ Subsidiary guarantors of guaranteed securities.* 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.* 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.* 101 ​ 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: (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. 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. ​ 50 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: May 4, 2021 By: /S/ C. TAYLOR PICKETT ​ ​ C. Taylor Pickett ​ ​ Chief Executive Officer ​ ​ ​ Date: May 4, 2021 By: /S/ ROBERT O. STEPHENSON ​ ​ Robert O. Stephenson ​ ​ Chief Financial Officer ​ ​ ​ ​ 51