Item 8.01 Other Events.

On March 3, 2021, Omega Healthcare Investors, Inc., a Maryland corporation ("Omega"), announced that it commenced a tender offer to purchase for cash up to $250,000,000 aggregate principal amount of Omega's 4.375% Senior Notes due 2023. The tender offer is being made exclusively pursuant to an offer to purchase dated March 3, 2021, which sets forth the terms and conditions of the tender offer.

A copy of the press release announcing the tender offer is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

Statements in this Current Report on Form 8-K (including the Exhibits hereto) that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among other things, statements regarding Omega's and its officers' intent, belief or expectation identified by its use of terms and phrases such as "may," "will," "project," "expect," "believe," "intend," "anticipate," "seek," "target," "forecast," "plan," "potential," "estimate," "could," "would," "should" and other comparable and derivative terms and phrases or the negatives thereof, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include those risks and uncertainties associated with Omega's business described in its Annual Report on Form 10-K filed on February 22, 2021 and its subsequent filings with the Securities and Exchange Commission. Although Omega believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, Omega can give no assurance that the expectations will be attained or that any deviation will not be material. Except as required by law, Omega does not undertake, and hereby disclaims, any obligation to update any forward-looking statement which speak only as of the date on which they are made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:





No.                                        Description
  99.1       Press Release, dated March 3, 2021
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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