Item 1.01 Entry into a Material Definitive Agreement.

On October 9, 2020, Omega Healthcare Investors, Inc. ("Omega") completed an underwritten public offering of $700 million aggregate principal amount of its 3.375% Senior Notes due 2031 (the "Notes"). The Notes are governed by the terms of the Indenture, dated as of October 9, 2020, among Omega, as issuer, the subsidiary guarantor identified below, and U.S. Bank National Association, as trustee (the "Trustee").

The Notes are guaranteed by Omega's subsidiary, OHI Healthcare Properties Limited Partnership, and will be guaranteed by Omega's existing and future subsidiaries that guarantee unsecured indebtedness for money borrowed of Omega in a principal amount at least equal to $50 million. The public offering price of the Notes was 98.249% of the principal amount.

Omega expects to use the net proceeds from the Notes offering to repay outstanding borrowings under its credit facilities, with the remainder, if any, to be used for general corporate purposes, including future acquisitions or investment opportunities.

The Notes mature on February 1, 2031, and bear interest at a rate of 3.375% per annum, payable semi-annually in cash, in arrears, on February 1 and August 1 of each year, commencing on February 1, 2021.

The Notes are Omega's unsecured senior obligations and rank equally in right of payment with all of Omega's existing and future senior debt and senior in right of payment to all of Omega's existing and future subordinated debt. The Notes are effectively subordinated in right of payment to any of Omega's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future liabilities (including indebtedness, trade payable and lease obligations) of each of Omega's non-guarantor subsidiaries.

Omega may redeem some or all of the Notes prior to November 1, 2030 (the "Par Call Date") at a price equal to 100% of the principal amount of Notes to be redeemed, plus a "make-whole" premium calculated by reference to U.S. Treasuries with a maturity comparable to the Par Call Date (and assuming that such Notes matured, and that interest on such Notes was payable, on the Par Call Date), plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date. The Notes will be redeemable at any time on or after the Par Call Date at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the applicable redemption date.

The Indenture contains certain covenants that limit the ability of Omega and certain of its subsidiaries to, among other things, incur additional indebtedness and merge, consolidate or sell all or substantially all of the assets of Omega or its subsidiary guarantors' assets. The Indenture also contains a covenant requiring Omega and its subsidiaries to maintain a certain amount of unencumbered assets.

The Indenture contains customary events of default including, without limitation, failure to make required payments, failure to comply with certain agreements or covenants, cross-acceleration to certain other indebtedness in excess of specified amounts and certain events of bankruptcy and insolvency. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.

The offering was made pursuant to Omega's automatic shelf registration statement on Form S-3 (Registration No. 333-228321) and a related prospectus supplement filed with the Securities and Exchange Commission.

The foregoing description of the Notes and Indenture is qualified in its entirety by reference to the actual text of the Indenture (including the forms of Notes included therein), which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The disclosure contained in "Item 1.01. Entry into a Material Definitive Agreement" is incorporated in this Item 2.03 by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.




Exhibit
Number   Description

  1.1      Underwriting Agreement dated October 7, 2020, by and among Omega
         Healthcare Investors, Inc., BofA Securities, Inc., Credit Agricole
         Securities (USA) Inc., J.P. Morgan Securities LLC and Wells Fargo
         Securities, LLC on behalf of themselves and as representatives of the
         several underwriters named therein.
  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
  5.1      Opinion of Shapiro Sher Guinot & Sandler, P.A.
  5.2      Opinion of Bryan Cave Leighton Paisner LLP
  8.1      Tax Opinion of Bryan Cave Leighton Paisner LLP
  23.1     Consent of Shapiro Sher Guinot & Sandler, P.A. (Included in Exhibit
         5.1)
  23.2     Consent of Bryan Cave Leighton Paisner LLP (Included in Exhibit 5.2
         and   8.1  )
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)

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