Omega Healthcare Investors Inc S-3ASR, filed Dec 7, 2021

Omega Healthcare Investors Inc (OHI)

S-3ASR 2021-12-07

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	Maryland (Omega Healthcare Investors Inc.) Delaware (OHI Healthcare Properties Limited Partnership)			38-3041398 36-4796206
	(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

	Large accelerated filer ☒			Accelerated filer ☐			Non-accelerated filer ☐			Smaller reporting company ☐
										Emerging growth company ☐

	Large accelerated filer ☐			Accelerated filer ☐			Non-accelerated filer ☒			Smaller reporting company ☐
										Emerging growth company ☐


Title of Each Class of Securities to be Registered	Amount to be Registered/ Proposed maximum offering price per unit/ Proposed maximum offering price/ Amount of registration fee(1)
Debt Securities		(1)
Common Stock, par value $0.10 per share(2)		(1)
Preferred Stock, par value $1.00 per share(2)		(1)
Guarantees of Debt Securities(3)		(1)

	ABOUT THIS PROSPECTUS					1
	AVAILABLE INFORMATION					1
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					1
	CAUTIONARY DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS					3
	RISK FACTORS					5
	THE COMPANY					6
	USE OF PROCEEDS					7
	DESCRIPTION OF SECURITIES					8
	DESCRIPTION OF DEBT SECURITIES					9
	DESCRIPTION OF CAPITAL STOCK					20
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					28
	PLAN OF DISTRIBUTION					40
	LEGAL MATTERS					43
	EXPERTS					43

SEC Registration Fee	$	*
Rating Agency Fees		**
Trusting Fees and Expenses		**
Accounting Fees and Expenses		**
Legal Fees and Expenses		**
Printing and Filing Expenses		**
Transfer Fees and Expenses		**
Miscellaneous		**
Total	$	**

				OMEGA HEALTHCARE INVESTORS, INC.
				Registrant
				By:			/s/ C. Taylor Pickett C. Taylor Pickett Chief Executive Officer
				OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP
				Co-Registrant
				By:			/s/ C. Taylor Pickett C. Taylor Pickett Chief Executive Officer

	Signature			Position
	/s/ C. Taylor Pickett C. Taylor Pickett			Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Robert O. Stephenson Robert O. Stephenson			Chief Financial Officer (Principal Financial Officer)
	/s/ Neal A. Ballew Neal A. Ballew			Chief Accounting Officer (Principal Accounting Officer)

	Signature			Position
	/s/ Craig R. Callen Craig R. Callen			Chairman of the Board
	/s/ Kapila K. Anand Kapila K. Anand			Director
	/s/ Dr. Lisa C. Egbuonu-Davis Dr. Lisa C. Egbuonu-Davis			Director
	/s/ Barbara B. Hill Barbara B. Hill			Director
	/s/ Kevin J. Jacobs Kevin J. Jacobs			Director
	/s/ Edward Lowenthal Edward Lowenthal			Director
	/s/ Stephen D. Plavin Stephen D. Plavin			Director
	/s/ Burke W. Whitman Burke W. Whitman			Director

	Exhibit Number			Description of Exhibit
	1.1			Form of Underwriting Agreement.*
	3.1			Articles of Amendment and Restatement of Omega Healthcare Investors, Inc., as amended. (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR filed on September 3, 2015).
	3.2			Articles Supplementary of Omega Healthcare Investors, Inc. filed with the State Department of Assessments and Taxation of Maryland on November 5, 2019. (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 8, 2019).
	3.3			Amended and Restated Bylaws of Omega Healthcare Investors, Inc. as of April 8, 2021 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2021).
	3.4			Certificate of Limited Partnership of OHI Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 3.121 to the Company’s Form S-4 filed with the SEC on April 16, 2015).
	3.5			Second Amended and Restated Agreement of Limited Partnership by and among Omega Healthcare Investors, Inc., OHI Healthcare Properties Holdco, Inc., and Aviv Healthcare Properties Limited Partnership (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on April 3, 2015).
	4.1			Form of Indenture.+
	4.2			Form of Articles Supplementary for Preferred Stock.*
	5.1			Opinion of Bryan Cave Leighton Paisner LLP.+
	5.2			Opinion of Shapiro Sher Guinot & Sandler, P.A.+
	8.1			Opinion of Bryan Cave Leighton Paisner LLP regarding certain tax matters.+
	22.1			Subsidiary guarantors of guaranteed securities (Incorporated by reference to Exhibit 22.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 4, 2021).
	23.1			Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 5.1).
	23.2			Consent of Shapiro Sher Guinot & Sandler, P.A. (included in Exhibit 5.2).
	23.3			Consent of Ernst & Young LLP.+
	23.4			Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 8.1).
	24.1			Powers of Attorney (included in the signature page hereto).
	25.1			Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee under the Form of Indenture referenced in Exhibit 4.1.+

Trust Indenture Act Section		Indenture Section
310(a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.08; 7.10
(b)		7.08; 7.10
(c)		N.A.
311(a)		7.11
(b)		7.11
(c)		N.A.
312(a)		2.06
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(2)		7.06; 7.07
(c)		4.03, 7.06; 12.02
(d)		7.06
314(a)(4)		4.03; 4.04; 12.02; 12.05
(c)(1)		N.A.
(c)(2)		N.A.
(c)(3)		N.A.
(e)		12.05
(f)		N.A.
315(a)		7.01(b); 7.02(b)
(b)		7.05; 12.02
(c)		7.01
(d)		6.05; 7.01(c)
(e)		6.11
316(a) (last sentence)		2.10

(a)(1)(A)		6.05
(a)(1)(B)		6.04
(a)(2)		N.A.
(b)		6.07
(c)		12.16
317(a)(1)		6.08
(a)(2)		6.09
(b)		2.05
318(a)		12.01
(b)		12.01
(c)		12.01

Article 1 DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.01	Definitions	1
Section 1.02	Other Definitions	11
Section 1.03	Incorporation by Reference of Trust Indenture Act	11
Section 1.04	Rules of Construction	12

Article 2 THE SECURITIES		12
Section 2.01	Form, Dating and Denominations	12
Section 2.02	Amount Unlimited; Issuable in Series	13
Section 2.03	Execution and Authentication	17
Section 2.04	Registrar and Paying Agent	18
Section 2.05	Paying Agent to Hold Money in Trust	18
Section 2.06	Holder Lists	19
Section 2.07	Transfer and Exchange	19
Section 2.08	Replacement Securities	24
Section 2.09	Outstanding Securities	24
Section 2.10	Treasury Securities	25
Section 2.11	Temporary Securities	25
Section 2.12	Cancellation	26
Section 2.13	Defaulted Interest	26
Section 2.14	CUSIP and ISIN Numbers	26
Section 2.15	Deposit of Moneys	26

Article 3 REDEMPTION AND PREPAYMENT		27
Section 3.01	Applicability of Article	27
Section 3.02	Notices to Trustee	27
Section 3.03	Selection of Securities to Be Redeemed	27
Section 3.04	Notice of Redemption	28
Section 3.05	Effect of Notice of Redemption	29
Section 3.06	Deposit of Redemption or Purchase Price	29
Section 3.07	Securities Redeemed or Purchased in Part	30

Article 4 COVENANTS		30
Section 4.01	Payment of Securities	30
Section 4.02	Maintenance of Office or Agency	31
Section 4.03	Reports	31
Section 4.04	Compliance Certificate; Notice of Default.	32
Section 4.05	Additional Amounts	32
Section 4.06	Corporate Existence	33

Article 5 SUCCESSORS		33
Section 5.01	Merger, Consolidation, or Sale of Assets	33
Section 5.02	Successor Substituted	35

Article 6 DEFAULTS AND REMEDIES		36
Section 6.01	Events of Default	36
Section 6.02	Acceleration	37
Section 6.03	Other Remedies	37
Section 6.04	Waiver of Past Defaults	38
Section 6.05	Control by Majority	38
Section 6.06	Limitation on Suits	38

Section 6.07	Rights of Holders of Securities to Receive Payment	39
Section 6.08	Collection Suit by Trustee	39
Section 6.09	Trustee May File Proofs of Claim	39
Section 6.10	Priorities	40
Section 6.11	Undertaking for Costs	40

Article 7 TRUSTEE		41
Section 7.01	Duties of Trustee	41
Section 7.02	Rights of Trustee	42
Section 7.03	Individual Rights of Trustee	43
Section 7.04	Trustee’s Disclaimer	43
Section 7.05	Notice of Defaults	43
Section 7.06	Reports by Trustee to Holders of the Securities	43
Section 7.07	Compensation and Indemnity	44
Section 7.08	Replacement of Trustee	45
Section 7.09	Successor Trustee by Merger, etc.	47
Section 7.10	Eligibility; Disqualification	47
Section 7.11	Preferential Collection of Claims Against Issuer	47

Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		47
Section 8.01	Applicability of Article; Option to Effect Legal Defeasance or Covenant Defeasance	47
Section 8.02	Legal Defeasance and Discharge	47
Section 8.03	Covenant Defeasance	48
Section 8.04	Conditions to Legal or Covenant Defeasance	49
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	50
Section 8.06	Repayment to Issuer	51
Section 8.07	Reinstatement	51

Article 9 AMENDMENT, SUPPLEMENT AND WAIVER		52
Section 9.01	Without Consent of Holders of Securities	52
Section 9.02	With Consent of Holders of Securities	54
Section 9.03	Compliance with Trust Indenture Act	56
Section 9.04	Revocation and Effect of Consents	56
Section 9.05	Notation on or Exchange of Securities	56
Section 9.06	Trustee to Sign Amendments, etc.	56

Article 10 SECURITIES GUARANTEES		57
Section 10.01	Applicability of Article; Securities Guarantee	57
Section 10.02	Limitation on Guarantor Liability	58
Section 10.03	Execution and Delivery of Securities Guarantee	59
Section 10.04	Release of a Guarantor	59

Article 11 SATISFACTION AND DISCHARGE		60
Section 11.01	Satisfaction and Discharge	60
Section 11.02	Application of Trust Money	62
Section 11.03	Reinstatement	62

Article 12 MISCELLANEOUS		63
Section 12.01	Trust Indenture Act Controls	63
Section 12.02	Notices	63
Section 12.03	Communication by Holders of Securities with Other Holders of Securities	64
Section 12.04	Certificate and Opinion as to Conditions Precedent	64
Section 12.05	Statements Required in Certificate or Opinion	65
Section 12.06	Rules by Trustee and Agents	65
Section 12.07	No Personal Liability of Directors, Officers, Employees and Stockholders	65

Section 12.08	Governing Law	65
Section 12.09	No Adverse Interpretation of Other Agreements	66
Section 12.10	Successors	66
Section 12.11	Severability	66
Section 12.12	Counterpart Originals	66
Section 12.13	Table of Contents, Headings, etc.	66
Section 12.14	Benefits of Indenture	66
Section 12.15	Legal Holidays	66
Section 12.16	Acts of Holders	67

Term	Defined in Section
“Authentication Order”		2.03
“Covenant Defeasance”		8.03
“DTC”		2.04
“Event of Default”		6.01
“Legal Defeasance”		8.02
“Paying Agent”		2.04
“Registrar”		2.04

	[U.S. BANK NATIONAL ASSOCIATION], as Trustee

	By:
		Authorized Signatory

	TRUSTEE:
	U.S. Bank National Association


	By:
		Name:
		Title:

	Very truly yours,

	/s/ Shapiro Sher Guinot & Sandler, P.A.

	SHAPIRO SHER GUINOT & SANDLER, P.A.

Dated as of __________________

	Omega Healthcare Investors, Inc.

	By:
		Name: Robert O. Stephenson
		Title: Executive Vice President, Chief Financial Officer and Assistant Secretary

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Maryland	38-3041398
Delaware	36-4796206
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	9/30/2021
Assets
Cash and Balances Due From Depository Institutions	$	63,715,510
Securities		148,000,109
Federal Funds		22,403
Loans & Lease Financing Receivables		298,005,995
Fixed Assets		6,031,305
Intangible Assets		13,529,305
Other Assets		27,506,020
Total Assets	$	556,810,647

Liabilities
Deposits	$	449,625,649
Fed Funds		2,016,875
Treasury Demand Notes		0
Trading Liabilities		1,136,642
Other Borrowed Money		33,001,952
Acceptances		0
Subordinated Notes and Debentures		3,600,000
Other Liabilities		14,733,477
Total Liabilities	$	504,114,595

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		37,606,027
Minority Interest in Subsidiaries		804,910
Total Equity Capital	$	52,696,052

Total Liabilities and Equity Capital	$	556,810,647