OMEGA HEALTHCARE INVESTORS, INC. Item 8.01 Other Events.
On
Pursuant to the Sales Agreement, the Company may enter into one or more forward sale agreements with one or more of the Forward Purchasers. In connection with each such forward sale agreement, the relevant Forward Purchaser will, at the Company's request, use commercially reasonable efforts to borrow from third parties and, through the relevant Forward Seller, sell a number of Forward Shares equal to the number of shares of Common Stock underlying such forward sale agreement.
The sales, if any, of the Issuance Shares will be made through the Sales Agents
acting as sales agents for the Company or directly to the Sales Agents acting as
principals. The sales, if any, of the Forward Shares will be made through the
Forward Sellers, acting as agents for the applicable Forward Purchasers. The
sales, if any, of the Securities will be made by means of ordinary brokers'
transactions on the
Under the terms of the Sales Agreement, Issuance Shares sold directly to the Sales Agents as principals for their own accounts will be sold at prices agreed upon at the time of sale. If the Company sells Issuance Shares to any Sales Agent as principal, it will enter into a separate terms agreement with such Sales Agent. Actual sales will depend on a variety of factors to be determined by the Company from time to time.
The Sales Agreement provides that each Sales Agent will be entitled to compensation that will not exceed 2.0% of the gross sales price per share of all Issuance Shares sold through it as Sales Agent. The Sales Agreement also provides that a Forward Seller will be entitled to commissions at a mutually agreed rate that will not exceed 2.0% of the gross sales price of all borrowed shares of the Common Stock sold by the applicable Forward Seller, which commissions will be in the form of a reduced initial forward sale price under the related forward sale agreement with the related Forward Purchaser.
The foregoing description of the Sales Agreement is a summary and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the form of forward sales agreement is qualified in its entirety by reference to the form of forward sales agreement, which is filed as Annex 2 to Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Although the Company expects to physically settle any forward sale agreement into which it enters (by the delivery of shares of the Common Stock) and receive proceeds from the sale of those shares of Common Stock upon one or more forward settlement dates no later than the date that is two years from entry into the applicable forward sale agreement, the Company may elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds, and may owe cash to the relevant Forward Purchaser in certain circumstances. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds, and it may owe shares of Common Stock to the relevant Forward Purchaser in certain circumstances. Any forward sale agreement is subject to early termination or settlement under certain circumstances.
Certain of the Sale Agents, the Forward Sellers, the Forward Purchasers and/or their respective affiliates have engaged in, and/or may in the future engage in, investment banking, commercial banking, financial advisory and/or other commercial dealings in the ordinary course of business with the Company and/or the Company's subsidiaries, for which they have received and/or in the future may receive fees and commissions for these transactions or services.
The Sales Agents under the Sales Agreement are:
Wells Fargo Securities, LLC
LLC
BNP Paribas Securities Corp. BofA Securities, Inc. Capital One Securities, Inc.
CIBC World Markets Corp. Credit Agricole Fifth Third Securities, Inc.
Securities (USA) Inc.
J.P. Morgan Securities LLC JMP Securities LLC KeyBanc Capital Markets Inc.
Mizuho Securities USA LLC Morgan Stanley & Co. LLC MUFG Securities Americas
Inc.
R. Seelaus & Co., LLC RBC Capital Markets, LLC Regions Securities LLC
Robert W. Baird & Co. Scotia Capital (USA) Stifel, Nicolaus & Company,
Incorporated Inc. Incorporated
Truist Securities, Inc. The Forward Purchasers under the Sales Agreement are:
Wells Fargo Bank , National Bank of America, N.A. Barclays Capital Inc. Association BNP Paribas Canadian Imperial Bank Crédit Agricole Corporate of Commerce and Investment Bank JPMorgan Chase Bank, KeyBanc Capital Markets Mizuho Markets Americas LLC National Association Inc. Morgan Stanley & Co. LLC MUFG Securities EMEA plc Royal Bank of Canada The Bank of Nova Scotia Truist Bank
The Securities will be offered and sold pursuant to an automatic shelf
registration statement on Form S-3 Registration Statement (No. 333-256084). The
Company filed a prospectus supplement (the "ATM Prospectus Supplement"), dated
The Company is filing this Current Report on Form 8-K to provide the legal
opinion of its
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
No. Description 1.1 At-the-Market Equity Offering Sales Agreement, datedMay 20, 2021 , among the Company, the Sales Agents, the Forward Sellers and the Forward Purchasers. 5.1 Opinion ofShapiro Sher Guinot & Sandler, P.A . 8.1 Tax Opinion ofBryan Cave Leighton Paisner LLP 23.1 Consent ofShapiro Sher Guinot & Sandler, P.A . (Included in Exhibit 5.1). 23.2 Consent ofBryan Cave Leighton Paisner LLP (Included in Exhibit 8.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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