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| OHI > SEC Filings for OHI > Form 8-K on 15-Jun-2009 | All Recent SEC Filings |
15-Jun-2009
Entry into a Material Definitive Agreement, Financial Statements a
On June 12, 2009, Omega Healthcare Investors, Inc. (the "Company") entered into separate Equity Distribution Agreements (collectively, the "Agreements") with each of UBS Securities LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each as sales agents and/or principal (the "Managers"). Under the terms of the Agreements, the Company may sell shares of its common stock, from time to time, through or to the Managers having an aggregate gross sales price of up to $100,000,000. Sales of the shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices, or as otherwise agreed with the applicable Manager. The Company will pay each Manager compensation for sales of the shares equal to 2% of the gross sales price per share of shares sold through such Manager, as sales agent, under the applicable Agreement.
The Company is not obligated to sell and the Managers are not obligated to buy or sell any shares under the Agreements. No assurance can be given that the Company will sell any shares under the Agreements, or, if it does, as to the price or amount of shares that it sells, or the dates when such sales will take place.
The shares will be issued pursuant to the Company's automatic shelf registration statement on Form S-3 (Registration No. 333-150183), which became effective upon filing with the Securities and Exchange Commission on April 10, 2008.
A copy of each of the Agreements is attached hereto as Exhibit 1.1, Exhibit 1.2, and Exhibit 1.3 respectively, and is incorporated by reference herein. The foregoing description of the material terms of the Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit.
(d) Exhibits.
Exhibit
Number Description
1.1 Equity Distribution Agreement, dated June 12, 2009 between Omega Healthcare Investors, Inc. and UBS Securities LLC
1.2 Equity Distribution Agreement, dated June 12, 2009 between Omega Healthcare Investors, Inc. and Deutsche Bank Securities Inc.
1.3 Equity Distribution Agreement, dated June 12, 2009 between Omega Healthcare Investors, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated
5.1 Opinion of Bryan Cave LLP regarding the legality of the Common Stock being registered
23.1 Consent of Bryan Cave LLP (contained in Exhibit 5.1)
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