Omega Healthcare Investors Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On June 6, 2025, Omega Healthcare Investors, Inc. (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) a prospectus supplement (the “DRCSPP Prospectus Supplement”) relating to the Company’s existing Dividend Reinvestment and Common Stock Purchase Plan (the “Plan”) under the Company’s automatic shelf registration statement on Form S-3ASR (No. 333-277916) filed with the SEC on March 14, 2024 (the “Registration Statement”).
The DRCSPP Prospectus Supplement continues the offering of shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) under the Plan previously covered by a prospectus supplement filed March 14, 2024 under the Registration Statement and registers an aggregate of 22,447,054 shares of Common Stock for issuance under the Registration Statement. The Plan is designed to provide the Company’s existing stockholders and interested new investors with a method of purchasing Common Stock and investing all or a percentage of their cash dividends in additional shares of Common Stock.
Attached as exhibits to this Current Report on Form 8-K are legal opinions and consents in connection with the DRCSPP Prospectus Supplement.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description of Exhibit |
| 5.1 | Opinion of Shapiro Sher Guinot & Sandler, P.A. (DRCSPP Prospectus Supplement) |
| 8.1 | Opinion of Bryan Cave Leighton Paisner LLP (DRCSPP Prospectus Supplement) |
| 23.1 | Consent of Shapiro Sher Guinot & Sandler P.A. (included in Exhibit 5.1) |
| 23.3 | Consent of Bryan Cave Leighton Paisner LLP (included in Exhibit 8.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 hereunto duly authorized.
| OMEGA HEALTHCARE INVESTORS, INC. | ||
| Dated: June 6, 2025 | By: | /s/ Robert O. Stephenson |
| Robert O. Stephenson | ||
| Chief Financial Officer, Treasurer and Assistant Secretary | ||