|
Maryland
|
| |
6798
|
| |
38-3041398
|
|
|
(State or other jurisdiction of incorporation
or organization) |
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(Primary Standard Industrial Classification
Code Number) |
| |
(I.R.S. Employer Identification No.)
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|
|
Rick Miller
Eliot W. Robinson Terrence A. Childers Bryan Cave Leighton Paisner LLP One Atlantic Center, Fourteenth Floor 1201 West Peachtree Street, NW Atlanta, Georgia 30309-3488 (404) 572-6600 |
| |
John W. McRoberts
Chairman and Chief Executive Officer MedEquities Realty Trust, Inc. 3100 West End Avenue, Suite 1000 Nashville, Tennessee 37203 (615) 627-4710 |
| |
David P. Slotkin
Lauren C. Bellerjeau Andrew P. Campbell Morrison & Foerster LLP 2000 Pennsylvania Avenue NW, Suite 6000 Washington, D.C. 20006-1888 (202) 887-1500 |
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| Large accelerated filer ☒ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| Emerging growth company ☐ | | | | |
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
|
| |
Amount to be
registered(1) |
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Proposed
maximum offering price per unit(1) |
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Proposed
maximum aggregate offering price |
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Amount of
registration fee |
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Common Stock, $0.10 par value per share
|
| | | | 7,482,600 | | | | | | Not applicable | | | | | $ | 301,531,000(2) | | | | | $ | 36,550(3) | | |
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|
|
| |
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WHEN:
|
| | local time on , 2019. | |
| WHERE: | | | | |
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ITEMS OF BUSINESS:
|
| |
1.
To consider and vote on the merger (which we refer to as the “merger”) of MedEquities with and into Omega Healthcare Investors, Inc. (which we refer to as “Omega”) pursuant to the Agreement and Plan of Merger, dated as of January 2, 2019, by and among MedEquities, MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega and OHI Healthcare Properties Limited Partnership, as it may be amended from time to time (which we refer to as the “merger agreement”) (Proposal 1); and
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|
| | | |
2.
To consider and vote on a proposal to approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger (Proposal 2).
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| | | | The foregoing items of business are more fully described in the attached proxy statement, which forms a part of this notice and is incorporated herein by reference. | |
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RECORD DATE:
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| | Stockholders of record as of the close of business on , 2019 will be entitled to notice of and to vote at the special meeting or any postponement or adjournment thereof. | |
| RECOMMENDATIONS: | | |
MedEquities’ board of directors (which we refer to as the “MedEquities Board”) has unanimously approved the merger, the merger agreement and the other transactions contemplated by the merger agreement, and has declared the merger and the other transactions contemplated by the merger agreement advisable and in the best interests of MedEquities and its stockholders.The MedEquities Board recommends that you vote:
•
“FOR” Proposal 1 (the proposal to approve the merger); and
•
“FOR” Proposal 2 (the proposal to approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger).
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|
| REQUIRED VOTES | | | Proposal 1 — The merger must be approved by the affirmative vote of holders of shares of MedEquities common stock entitled to cast a majority of all the votes entitled to be cast on the proposal as of the close of business on the record date for the special meeting. Accordingly, your vote is very important regardless of the number of shares of MedEquities common stock that you own. Whether or not you plan to attend the special meeting, we request that you authorize your proxy to vote your shares by either marking, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope or authorizing your proxy or voting instructions by telephone or through the Internet. If you attend the special meeting, you may continue to have your shares voted as instructed in the proxy, or you may withdraw your proxy at the special meeting and vote your shares in person. If you fail to vote by proxy or in person, or fail to instruct your broker, bank or other nominee on how to vote, the effect will be that the shares of MedEquities common stock that you own will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” Proposal 1. | |
| | | | Proposal 2 — Approval of the proposal regarding any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger, requires the affirmative vote of a majority of the votes cast on the proposal at a meeting at which a quorum is present. If you fail to vote by proxy or in person, or fail to instruct your broker on how to vote, such failure will have no effect on the outcome of the vote on Proposal 2 assuming a quorum is present. Abstentions are not considered votes cast and therefore will have no effect on the outcome of the vote on Proposal 2. However, abstentions will be considered present for the purpose of determining the presence of a quorum. | |
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Omega Healthcare Investors, Inc.
303 International Circle Suite 200 Hunt Valley, Maryland 21030 Attn: Matthew Gourmand, Senior VP of Investor Relations (410) 427-1714 |
| |
MedEquities Realty Trust, Inc.
3100 West End Avenue Suite 1000 Nashville, Tennessee 37203 Attn: Investor Relations (615) 760-1104 |
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| | |
Omega Healthcare Investors, Inc.
|
| |||||||||||||||||||||||||||||||||||||||
| | |
Year Ended December 31,
|
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||||||||||||||||||||
| | |
2017(1)
|
| |
2016
|
| |
2015(2)
|
| |
2014
|
| |
2013
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||
Operating data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Revenues
|
| | | $ | 908,385 | | | | | $ | 900,827 | | | | | $ | 743,617 | | | | | $ | 504,787 | | | | | $ | 418,714 | | | | | $ | 661,932 | | | | | $ | 687,179 | | |
Income from continuing operations
|
| | | $ | 105,921 | | | | | $ | 384,333 | | | | | $ | 234,526 | | | | | $ | 221,349 | | | | | $ | 172,521 | | | | | $ | 231,420 | | | | | $ | 40,716 | | |
Net income
|
| | | $ | 104,910 | | | | | $ | 383,367 | | | | | $ | 233,315 | | | | | $ | 221,349 | | | | | $ | 172,521 | | | | | $ | 228,981 | | | | | $ | 39,754 | | |
Net income available to common stockholders
|
| | | $ | 100,419 | | | | | $ | 366,415 | | | | | $ | 224,524 | | | | | $ | 221,349 | | | | | $ | 172,521 | | | | | $ | 219,362 | | | | | $ | 38,019 | | |
Dividends per common share(3)
|
| | | $ | 2.54 | | | | | $ | 2.36 | | | | | $ | 2.18 | | | | | $ | 2.02 | | | | | $ | 1.86 | | | | | $ | 1.98 | | | | | $ | 1.89 | | |
Other financial data: | | | | | | | | | |||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
| | | $ | 287,591 | | | | | $ | 267,062 | | | | | $ | 210,703 | | | | | $ | 123,257 | | | | | $ | 128,646 | | | | | $ | 210,681 | | | | | $ | 212,268 | | |
Funds from operations(4)
|
| | | $ | 444,289 | | | | | $ | 660,054 | | | | | $ | 455,346 | | | | | $ | 345,403 | | | | | $ | 302,733 | | | | | $ | 462,881 | | | | | $ | 285,114 | | |
| | |
December 31,
|
| |
September 30,
2018 |
| ||||||||||||||||||||||||||||||
| | |
2017(1)
|
| |
2016
|
| |
2015(2)
|
| |
2014
|
| |
2013
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Consolidated balance sheet data: | | | | | | | | ||||||||||||||||||||||||||||||
Gross investments(5)
|
| | | $ | 9,091,714 | | | | | $ | 9,166,129 | | | | | $ | 8,107,352 | | | | | $ | 4,472,840 | | | | | $ | 3,924,917 | | | | | $ | 9,133,934 | | |
Total assets
|
| | | $ | 8,773,305 | | | | | $ | 8,949,260 | | | | | $ | 7,989,936 | | | | | $ | 3,896,674 | | | | | $ | 3,439,907 | | | | | $ | 8,641,964 | | |
Revolving line of credit
|
| | | $ | 290,000 | | | | | $ | 190,000 | | | | | $ | 230,000 | | | | | $ | 85,000 | | | | | $ | 326,000 | | | | | $ | 360,000 | | |
Term loans, net
|
| | | $ | 904,670 | | | | | $ | 1,094,343 | | | | | $ | 745,693 | | | | | $ | 198,721 | | | | | $ | 196,901 | | | | | $ | 900,847 | | |
Other long-term borrowings, net
|
| | | $ | 3,377,488 | | | | | $ | 3,082,511 | | | | | $ | 2,564,320 | | | | | $ | 2,069,811 | | | | | $ | 1,479,208 | | | | | $ | 3,327,393 | | |
Total debt, net(6)
|
| | | $ | 4,572,158 | | | | | $ | 4,366,854 | | | | | $ | 3,540,013 | | | | | $ | 2,353,532 | | | | | $ | 2,002,109 | | | | | $ | 4,588,240 | | |
Total equity
|
| | | $ | 3,888,258 | | | | | $ | 4,211,986 | | | | | $ | 4,100,865 | | | | | $ | 1,401,327 | | | | | $ | 1,300,103 | | | | | $ | 3,785,966 | | |
| | |
Year Ended December 31,
|
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||||||||||||||||||||
| | |
2017(1)
|
| |
2016
|
| |
2015(2)
|
| |
2014
|
| |
2013
|
| |
2018
|
| |
2017
|
| |||||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||||||||
Net income
|
| | | $ | 104,910 | | | | | $ | 383,367 | | | | | $ | 233,315 | | | | | $ | 221,349 | | | | | $ | 172,521 | | | | | $ | 228,981 | | | | | $ | 39,754 | | |
(Deduct gain) add back loss from real estate dispositions
|
| | | $ | (53,912) | | | | | $ | (50,208) | | | | | $ | (6,353) | | | | | $ | (2,863) | | | | | $ | 1,151 | | | | | $ | (9,248) | | | | | $ | (7,491) | | |
(Deduct gain) add back loss from real estate dispositions – unconsolidated joint venture
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 670 | | | | | | — | | |
Sub-total
|
| | | $ | 50,998 | | | | | $ | 333,159 | | | | | $ | 226,962 | | | | | $ | 218,486 | | | | | $ | 173,672 | | | | | $ | 220,403 | | | | | $ | 32,263 | | |
Elimination of non-cash items included
in net income: |
| | | | | | | | |||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
| | | $ | 287,591 | | | | | $ | 267,062 | | | | | $ | 210,703 | | | | | $ | 123,257 | | | | | $ | 128,646 | | | | | $ | 210,681 | | | | | $ | 212,268 | | |
Depreciation – unconsolidated joint venture
|
| | | $ | 6,630 | | | | | $ | 1,107 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 4,504 | | | | | $ | 4,973 | | |
Add back impairments on real estate properties
|
| | | $ | 99,070 | | | | | $ | 58,726 | | | | | $ | 17,681 | | | | | $ | 3,660 | | | | | $ | 415 | | | | | $ | 26,685 | | | | | $ | 35,610 | | |
Add back impairments on real estate properties – unconsolidated joint venture
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 608 | | | | | | — | | |
Funds from operations
|
| | | $ | 444,289 | | | | | $ | 660,054 | | | | | $ | 455,346 | | | | | $ | 345,403 | | | | | $ | 302,733 | | | | | $ | 462,881 | | | | | $ | 285,114 | | |
|
| | |
MedEquities Realty Trust, Inc.
|
| |||||||||||||||||||||||||||||||||
| | |
Year Ended December 31,
|
| |
Nine Months Ended
September 30, |
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| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014(1)
|
| |
2018
|
| |
2017
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Operating data: | | | | | | | | ||||||||||||||||||||||||||||||
Revenues
|
| | | $ | 61,105 | | | | | $ | 49,296 | | | | | $ | 44,438 | | | | | $ | 5,447 | | | | | $ | 43,954 | | | | | $ | 44,873 | | |
Operating income
|
| | | $ | 31,844 | | | | | $ | 22,004 | | | | | $ | 23,881 | | | | | $ | 323 | | | | | $ | 17,667 | | | | | $ | 22,908 | | |
Net income
|
| | | $ | 24,152 | | | | | $ | 11,316 | | | | | $ | 16,730 | | | | | $ | 23 | | | | | $ | 9,144 | | | | | $ | 17,473 | | |
Net income (loss) attributable to common stockholders
|
| | | $ | 20,422 | | | | | $ | (2,710) | | | | | $ | 4,866 | | | | | $ | 23 | | | | | $ | 6,254 | | | | | $ | 14,652 | | |
Dividends per common share
|
| | | $ | 0.84 | | | | | $ | 0.63 | | | | | $ | 0.85 | | | | | $ | 0.20 | | | | | $ | 0.63 | | | | | $ | 0.63 | | |
Other financial data: | | | | | | | | ||||||||||||||||||||||||||||||
Depreciation and amortization
|
| | | $ | 15,504 | | | | | $ | 14,323 | | | | | $ | 9,969 | | | | | $ | 1,273 | | | | | $ | 12,765 | | | | | $ | 11,176 | | |
Funds from operations attributable to common stockholders(3)
|
| | | $ | 35,599 | | | | | $ | 11,413 | | | | | $ | 14,179 | | | | | $ | 1,291 | | | | | $ | 18,767 | | | | | $ | 25,581 | | |
| | |
December 31,
|
| |
September 30,
2018 |
| ||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014(2)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||
Consolidated balance sheet data: | | | | | | | |||||||||||||||||||||||||
Total assets
|
| | | $ | 581,603 | | | | | $ | 519,753 | | | | | $ | 543,667 | | | | | $ | 211,033 | | | | | $ | 628,209 | | |
Accounts payable and accrued liabilities
|
| | | $ | 6,605 | | | | | $ | 15,244 | | | | | $ | 21,102 | | | | | $ | 10,204 | | | | | $ | 7,005 | | |
Deferred revenue
|
| | | $ | 2,722 | | | | | $ | 2,251 | | | | | $ | 3,920 | | | | | $ | 952 | | | | | $ | 1,635 | | |
Debt, net
|
| | | $ | 215,523 | | | | | $ | 144,000 | | | | | $ | 247,400 | | | | | $ | 50,000 | | | | | $ | 270,447 | | |
Total liabilities
|
| | | $ | 224,850 | | | | | $ | 161,495 | | | | | $ | 272,422 | | | | | $ | 61,156 | | | | | $ | 279,087 | | |
Total equity
|
| | | $ | 356,753 | | | | | $ | 358,258 | | | | | $ | 271,245 | | | | | $ | 149,877 | | | | | $ | 349,122 | | |
| | |
Year ended December 31,
|
| |
Nine Months Ended
September 30, |
| ||||||||||||||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2015
|
| |
2014(1)
|
| |
2018
|
| |
2017
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders
|
| | | $ | 20,422 | | | | | $ | (2,710) | | | | | $ | 4,866 | | | | | $ | 23 | | | | | $ | 6,254 | | | | | $ | 14,652 | | |
Real estate depreciation and amortization, net of noncontrolling interest
|
| | | $ | 15,177 | | | | | $ | 14,123 | | | | | $ | 9,313 | | | | | $ | 1,268 | | | | | $ | 12,513 | | | | | $ | 10,929 | | |
Funds from operations attributable to common
stockholders |
| | | $ | 35,599 | | | | | $ | 11,413 | | | | | $ | 14,179 | | | | | $ | 1,291 | | | | | $ | 18,767 | | | | | $ | 25,581 | | |
|
| | |
Omega
Common Stock |
| |
MedEquities
Common Stock |
| |
Implied Per Share
Value of Merger Consideration |
| |||||||||
December 31, 2018
|
| | | $ | 35.15 | | | | | $ | 6.84 | | | | | $ | 10.26 | | |
, 2019
|
| | | $ | | | | | $ | | | | | $ | | |
| | |
High
|
| |
Low
|
| |
Dividend
Declared |
| |||||||||
2017 | | | | | |||||||||||||||
First Quarter
|
| | | $ | 33.17 | | | | | $ | 30.55 | | | | | $ | 0.62 | | |
Second Quarter
|
| | | $ | 35.14 | | | | | $ | 30.46 | | | | | $ | 0.63 | | |
Third Quarter
|
| | | $ | 33.85 | | | | | $ | 29.98 | | | | | $ | 0.64 | | |
Fourth Quarter
|
| | | $ | 32.32 | | | | | $ | 26.43 | | | | | $ | 0.65 | | |
2018 | | | | | |||||||||||||||
First Quarter
|
| | | $ | 27.92 | | | | | $ | 24.90 | | | | | $ | 0.66 | | |
Second Quarter
|
| | | $ | 32.00 | | | | | $ | 25.14 | | | | | $ | 0.66 | | |
Third Quarter
|
| | | $ | 33.51 | | | | | $ | 28.65 | | | | | $ | 0.66 | | |
Fourth Quarter
|
| | | $ | 38.34 | | | | | $ | 31.69 | | | | | $ | 0.66 | | |
2019 | | | | | |||||||||||||||
January 1, 2019 to , 2019
|
| | | $ | | | | | | $ | | | | | | $ | | | |
| | |
High
|
| |
Low
|
| |
Dividend
Declared |
| |||||||||
2017 | | | | | |||||||||||||||
First Quarter
|
| | | $ | 11.61 | | | | | $ | 10.75 | | | | | $ | 0.21 | | |
Second Quarter
|
| | | $ | 12.76 | | | | | $ | 11.30 | | | | | $ | 0.21 | | |
Third Quarter
|
| | | $ | 12.79 | | | | | $ | 11.37 | | | | | $ | 0.21 | | |
Fourth Quarter
|
| | | $ | 11.94 | | | | | $ | 10.37 | | | | | $ | 0.21 | | |
2018 | | | | | |||||||||||||||
First Quarter
|
| | | $ | 11.32 | | | | | $ | 9.67 | | | | | $ | 0.21 | | |
Second Quarter
|
| | | $ | 11.02 | | | | | $ | 9.75 | | | | | $ | 0.21 | | |
Third Quarter
|
| | | $ | 11.79 | | | | | $ | 9.62 | | | | | $ | 0.21 | | |
Fourth Quarter
|
| | | $ | 9.68 | | | | | $ | 6.46 | | | | | $ | — | | |
2019 | | | | | |||||||||||||||
January 1, 2019 to , 2019
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Omega
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MedEquities
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Historical
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Pro Forma Combined
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Historical
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Pro Forma Equivalent
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Nine Months
Ended September 30, 2018 |
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Year Ended
December 31, 2017 |
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Nine Months
Ended September 30, 2018 |
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Year Ended
December 31, 2017 |
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Nine Months
Ended September 30, 2018 |
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Year Ended
December 31, 2017 |
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Nine Months
Ended September 30, 2018 |
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Year Ended
December 31, 2017 |
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Basic earnings per
share |
| | | $ | 1.10 | | | | | $ | 0.51 | | | | | $ | | | | | $ | | | | | $ | 0.19 | | | | | $ | 0.64 | | | | | $ | | | | | $ | | | ||||
Diluted earnings per share
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| | | $ | 1.10 | | | | | $ | 0.51 | | | | | $ | | | | | $ | | | | | $ | 0.19 | | | | | $ | 0.64 | | | | | $ | | | | | $ | | | ||||
Cash dividends declared per share
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| | | $ | 1.98 | | | | | $ | 2.54 | | | | | $ | | | | | $ | | | | | $ | 0.63 | | | | | $ | 0.84 | | | | | $ | | | | | $ | | |
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As of
September 30, 2018 |
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As of
December 31, 2017 |
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As of
September 30, 2018 |
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As of
December 31, 2017 |
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As of
September 30, 2018 |
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As of
December 31, 2017 |
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As of
September 30, 2018 |
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As of
December 31, 2017 |
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Book value per share
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| | | $ | 18.12 | | | | | $ | 18.80 | | | | | $ | | | | | $ | | | | | $ | 11.04 | | | | | $ | 11.33 | | | | | $ | | | | | $ | | |
Implied Per Share Equity Value Reference Range
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Implied Merger
Consideration |
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FFO Multiple: $7.75 – $13.25
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EBITDA Multiple: $10.45 – 16.22
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NAV Premium/Discount: $9.35 – $18.13
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| | | $ | 10.47 | | |
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Announcement Date
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Buyer
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Target
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Premium / (Disc.) to
Consensus NAV |
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| April 29, 2018 | | | Prologis Inc. | | |
DCT Industrial Trust Inc.
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25.0%
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| June 9, 2017 | | | Digitial Realty Trust | | | DuPont Fabros Technology | | |
27.8%
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| August 15, 2016 | | | Mid-America Apartment Community | | | Post Properties, Inc. | | |
10.7%
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| December 3, 2015 | | | American Homes 4 Rent | | | American Residential Properties, Inc. | | |
(19.0%)
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| November 8, 2015 | | | Weyerhauser | | | Plum Creek Timber Co. Inc. | | |
0.6%
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| October 31, 2014 | | | Omega Healthcare Investors Inc. | | | Aviv REIT Inc. | | |
57.5%
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2019E
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2020E
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2021E
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2022E
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2023E
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NOI(1) | | | | $ | 55.1 | | | | | $ | 62.4 | | | | | $ | 64.0 | | | | | $ | 65.3 | | | | | $ | 66.6 | | |
Mortgage interest income
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| | | | 3.7 | | | | | | 0.8 | | | | | | 0.6 | | | | | | 0.6 | | | | | | 0.3 | | |
Adjusted EBITDA(2)
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| | | | 53.6 | | | | | | 58.6 | | | | | | 58.6 | | | | | | 58.2 | | | | | | 57.7 | | |
FFO(3) | | | | | 31.1 | | | | | | 33.6 | | | | | | 33.5 | | | | | | 32.1 | | | | | | 32.4 | | |
Unlevered free cash flow(4)
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| | | | 29.0 | | | | | | 29.2 | | | | | | 49.3 | | | | | | 49.9 | | | | | | 55.4 | | |
Executive Officer
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Estimated
Maximum Severance(1) |
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John W. McRoberts
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| | | $ | 923,267 | | |
William C. Harlan
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| | | | 931,817 | | |
Jeffery C. Walraven
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| | | | 811,425 | | |
Name
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Outstanding
MedEquities Restricted Shares |
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Estimated Value of
Accelerated Vesting of Unvested Restricted Shares(1) |
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Named Executive Officer: | | | | ||||||||||
John W. McRoberts
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| | | | 25,751 | | | | | $ | | | |
William C. Harlan
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| | | | 25,751 | | | | |||||
Jeffery C. Walraven
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| | | | 13,168 | | | | |||||
Non-Employee Director: | | | | ||||||||||
Randall L. Churchey
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| | | | 6,708 | | | | |||||
John N. Foy
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| | | | 6,708 | | | | |||||
Steven I. Geringer
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| | | | 6,708 | | | | |||||
Stephen L. Guillard
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| | | | 6,708 | | | | |||||
Elliott Mandelbaum
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| | | | 4,456 | | | | |||||
Todd W. Mansfield
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| | | | 6,684 | | | |
Name
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Estimated
Maximum Severance(1) |
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Estimated Value of
Accelerated Vesting of Unvested Restricted Shares(2) |
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Retention Award
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Total
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John W. McRoberts
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| | | $ | 923,267 | | | | | $ | | | | | $ | 486,000 | | | | | $ | | | ||
William C. Harlan
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| | | | 931,817 | | | | | | | | | | | | 186,000 | | | | | | | | |
Jeffery C. Walraven
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| | | | 811,425 | | | | | | | | | | | | 121,000 | | | | | | | | |
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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Corporate
Governance |
| | Omega is a Maryland corporation that has elected to be taxed as a REIT for U.S. federal income tax purposes. | | | MedEquities is a Maryland corporation that has elected to be taxed as a REIT for U.S. federal income tax purposes. | |
| | | | The rights of Omega stockholders are governed by the MGCL, the Omega charter and the Omega bylaws. | | | The rights of MedEquities stockholders are governed by the MGCL, the MedEquities charter and the MedEquities bylaws. | |
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Authorized Capital
Stock |
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Omega is authorized to issue an aggregate 370,000,000 shares of capital stock, consisting of
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350,000,000 shares of common stock, $0.10 par value per share, and
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20,000,000 shares of preferred stock, par value $1.00 per share.
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MedEquities is authorized to issue an aggregate of 450,000,000 shares of capital stock, consisting of:
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400,000,000 shares of common stock, $0.01 par value per share, and
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50,000,000 shares of preferred stock, $0.01 par value per share.
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Voting Rights
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The affirmative vote of a majority of the votes cast in favor of a matter is generally sufficient for approval by Omega’s stockholders of such matter, except with respect to:
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the removal of directors with cause, which requires the affirmative vote of the holders of at least than two-thirds of the combined voting power of all classes;
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(i) the adoption, amendment or repeal of Omega’s bylaws submitted to stockholder vote, and (ii) an increase
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The affirmative vote of a majority of the votes cast in favor of a matter is generally sufficient for approval by MedEquities’ stockholders of such matter, except with respect to:
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the removal of directors with cause, which requires the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast generally in the election of directors;
•
the amendment of the provisions of the MedEquities’ charter regarding (i) removal of directors for cause,
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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in the number of shares of Omega common stock authorized for issuance, which require the affirmative vote of the holders of a majority of the outstanding shares;
•
the election of directors in a contested election, which requires the affirmative vote of a plurality of all the votes cast; and
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(i) a merger, consolidation or sale of all or substantially all of Omega’s assets or certain transactions involving related parties, (ii) the decrease or increase of the minimum or maximum number of directors, and (iii) the removal of the supermajority voting requirements of the Omega bylaws or charter, which require the affirmative vote of 80% of all votes entitled to be cast.
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(ii) ownership and transfer limitations with respect to MedEquities capital stock, and (iii) the removal of the supermajority voting requirements of items (i) and (ii) above; and
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the election of directors, which requires the affirmative vote of a plurality of all the votes cast.
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Size of the Board
of Directors |
| | The Omega charter provides that the number of directors shall be 6, which number may be increased or decreased as provided in the bylaws, but shall not be less than 5 nor more than thirteen. The current size of the Omega Board is fixed at 9. | | | The MedEquities charter provides for 2 directors, which number may be increased or decreased only by a vote of a majority of the MedEquities Board, but not to a number that is less than the minimum number required by the MGCL nor more than fifteen. The current size of the MedEquities Board is 8. | |
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Classified Board
and Term of Directors |
| | The Omega Board is not classified. Omega’s charter and bylaws currently provide that Omega’s Board will be elected to hold office for a term expiring at the next annual meeting of stockholders and until a successor shall be elected and shall have qualified. | | | The MedEquities Board is not classified. Each of MedEquities’ directors is elected to serve until the next annual meeting of MedEquities’ stockholders and until his or her successor is duly elected and qualifies under the MGCL. | |
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Election of
Directors |
| | Directors are elected by a “majority of votes cast” which means for election of directors purposes, the number of votes cast “for” a director’s election exceeds the number of votes “withheld”. Votes cast excludes “abstentions” and any “broker non-votes” with respect to that director’s election. In the event of a contested election of directors, directors shall be elected by the vote of a plurality of the votes present in person or represented by proxy at the meeting. A “contested election” in this context means any election of directors in which the number of candidates for election as director exceeds the number of directors to be elected. | | | Directors are elected by the vote of a plurality of all the votes cast. | |
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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Removal of
Directors |
| | Pursuant to the Omega charter and bylaws, a director may be removed, only for cause, by the affirmative vote of the holders of at least two-thirds of the combined voting power of all classes of shares of stock entitled to vote generally in the election of directors, subject to the rights of holders of any outstanding series of preferred stock or any other series or class of stock to elect additional directors under specified circumstances. | | | Pursuant to the MedEquities charter, a director may be removed, only for cause, by the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast generally in the election of directors. | |
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Filling Vacancies of
Directors |
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Omega’s bylaws provide that any vacancies on the Omega Board may be filled by the vote of a majority of the remaining Omega directors in office, whether or not sufficient to constitute a quorum.
Omega’s bylaws further provide that any vacancies on the Omega Board resulting from removal of a director by the stockholders for cause may be filled by the stockholders for the balance of the term of the removed director by the same two-thirds vote required to remove a director for cause. If not so replaced, the board may replace such directors.
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| | Vacancies on the MedEquities board of directors may be filled by the vote of a majority of the remaining MedEquities directors in office, whether or not sufficient to constitute a quorum. | |
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Amendment of
Charter |
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Except for amendments to the sections listed below and under the circumstances described below, and except for those amendments permitted to be made without stockholder approval under the MGCL or by specific provision in the charter, any amendment to the Omega charter shall be valid only if declared advisable by the Omega Board and approved by the affirmative vote of the holders of a majority of all the votes entitled to be cast on the matter; provided, that the repeal or amendment of any of the following provisions shall be valid only if declared advisable by the Omega Board and approved by the affirmative vote of holders of not less than 80% of the total number of votes entitled to be cast:
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Section 5.02 (Business Combinations)
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Section 5.03(a) (Board of Directors)
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Section 5.04 (Restrictions on Ownership and Transfer)
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Section 5.05 (Shares-In-Trust)
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Section 7.02(b) (Amendment of Articles)
The Omega Board may amend the charter by a majority vote of the entire Omega Board and without any action by the
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Except for amendments to the sections listed below and under the circumstances described below, and except for those amendments permitted to be made without stockholder approval under the MGCL or by specific provision in the charter, any amendment to the MedEquities charter shall be valid only if declared advisable by the MedEquities Board and approved by the affirmative vote of the holders of a majority of all the votes entitled to be cast on the matter; provided, that the repeal or amendment of any of the following provisions shall be valid only if declared advisable by the MedEquities Board and approved by the affirmative vote of holders of at least two-thirds of all the votes entitled to be cast:
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Section 5.8 of Article V (Removal of Directors)
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Article VII (Restriction on Transfer and Ownership of Shares)
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The sentence in Article VIII identifying the above two circumstances
The MedEquities Board may amend the charter by a majority vote of the entire MedEquities Board and without any action by the MedEquities stockholders to the
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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| | | | Omega stockholders to the fullest extent so provided by the MGCL including, but not limited to, Section 2-605 of the MGCL. | | | fullest extent so provided by the MGCL including, but not limited to, Section 2-605 of the MGCL. | |
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Bylaw Amendments
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| | Omega’s bylaws may be repealed, altered, amended or rescinded by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, that any provision of the bylaws requiring a vote of greater than a majority may be amended, repealed or modified only by a vote satisfying such higher voting requirements. Further, the Omega bylaws may be adopted, amended, or repealed by the Omega Board; provided, that the Omega Board may adopt an amendment changing the authorized number of directors only within the limits specified in the Omega charter or in Section 2 of Article III of its bylaws (requiring a minimum of five and maximum of thirteen directors). | | | MedEquities’ Board has the exclusive power to adopt, alter or repeal any provision of the MedEquities bylaws and to make new bylaws. | |
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Mergers,
Consolidations or Sales of Substantially all Assets |
| | With certain limited exceptions, the affirmative vote of the holders of not less than 80% of all votes entitled to be cast on such matter shall be required for the approval or authorization of any “Business Combination” (as such term is defined in the Omega charter, including a merger, consolidation, sale of assets, liquidation or certain share issuances, in each case involving a “Related Person,” as such term is defined in the Omega charter). | | | As permitted by the MGCL, the MedEquities charter provides that actions to dissolve, merge, sell all or substantially all of its assets, engage in a statutory share exchange or engage in similar transactions outside the ordinary course of business may be approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. | |
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Ownership
Limitations |
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With certain limited exceptions, no person may beneficially own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 9.8% of the outstanding shares of Omega’s capital stock (which limit may be adjusted by the Omega Board but an increase cannot result in Omega being considered “closely held” within the meaning of Section 856(h) of the Internal Revenue Code). Further, Omega’s charter prohibits any transfer that would cause Omega to have fewer than 100 stockholders and treats any such purported transfer as void ab initio.
In the event of a purported transfer or other event that would, if effective, result in the ownership of shares in violation of the ownership limitation, that number of shares that would be owned by the transferee in excess of the ownership limit
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| | With certain limited exceptions, no person may actually or constructively own more than 9.8% (in value or number) of MedEquities’ outstanding shares of any class or series of capital stock. The MedEquities charter permits its board of directors to make an exception to these limits or create a different limit on ownership, which we refer to as an excepted holder limit, and permits the MedEquities Board to make such an exception prospectively or retroactively and to create an excepted holder limit, if the person seeking the exception or excepted holder limit makes certain representations and agreements. MedEquities’ Board may not make an exception to the ownership limit or create an excepted holder limit if ownership by the excepted holder in excess of the ownership limit would cause MedEquities to fail to qualify as a REIT. | |
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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are automatically converted into an equal number of “shares-in-trust”. Shares-in-trust are deemed to be held in trust by the purported transferee for the benefit of the person or persons to whom the Omega Board requires the shares to be transferred. The purported transferee has no right to receive dividends or other distributions on or vote the excess shares. Omega or its designee may purchase the excess shares for cash.
Any person who acquires or attempts or intends to acquire actual, beneficial or constructive ownership of shares of Omega stock that will or may violate the ownership limits or any of the other restrictions on ownership and transfer of Omega stock described above must give written notice immediately to Omega or, in the case of a proposed or attempted transaction, provide Omega at least 15 days’ prior written notice, and provide Omega with such other information as it may request in order to determine the effect of such transfer on its status as a REIT.
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In addition, the MedEquities charter prohibits any person from actually, beneficially or constructively owning shares that could result in MedEquities being “closely held” under Section 856(h) of the Code or otherwise cause MedEquities to fail to qualify as a REIT, from transferring shares if such transfer would result in shares being beneficially owned by fewer than 100 persons, and from beneficially or constructively owning shares that could result in MedEquities constructively owning 10% or more of the ownership interests in a tenant of MedEquities real property within the meaning of Section 856(d)(2)(B) of the Internal Revenue code.
If any purported transfer of stock or any other event would otherwise result in any person violating the ownership limits or other limit established by MedEquities’ Board, or would result in MedEquities being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code, constructively owning 10% or more of the ownership interests in a tenant of MedEquities, or otherwise failing to qualify as a REIT, then the number of shares causing the violation (rounded up to the nearest whole share) will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable beneficiaries selected by MedEquities. The prohibited owner will have no rights in shares of MedEquities stock held by the trustee.
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| | | | | | | Any person who acquires or attempts or intends to acquire actual, beneficial or constructive ownership of shares of MedEquities stock that will or may violate the ownership limits or any of the other restrictions on ownership and transfer of MedEquities stock described above must give written notice immediately to MedEquities or, in the case of a proposed or attempted transaction, provide MedEquities at least 15 days’ prior written notice, and provide MedEquities with such other information as it may request in order to determine the effect of such transfer on its status as a REIT. | |
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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Advance Notice
Provisions for Stockholder Nominations and Stockholder Business Proposals |
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The Omega bylaws provide that nominations for election to the Omega Board and the proposal of business to be considered by the stockholders may be made only:
•
by or at the direction of the Omega board of directors; or
•
upon timely and proper notice, by a stockholder who is a stockholder of record at both the time of giving of notice and the time of the annual meeting, who is entitled to vote at the meeting, and who has complied with the procedures set forth in the Omega bylaws.
In general, notice of stockholder nominations or business for an annual meeting must be delivered not less than 90 days nor more than 120 days prior to the first anniversary of the date of the preceding year’s annual meeting, unless the annual meeting is advanced by more than 30 days or delayed by more than 60 days from the anniversary date, in which case notice must be delivered not more than 90 days prior to such annual meeting nor later than the close of business on the later of (i) the date that is 60 days prior to such annual meeting or (ii) the tenth day following the day on which public announcement of the date of such meeting is first made by Omega. The adjournment or the public announcement of a postponement of an annual meeting will not commence a new time period or extension of the time for the giving of a stockholder’s notice as described above.
Notice of stockholder nominations for a special meeting must be delivered not earlier than the 90th day prior to the special meeting, and not later than the close of business on the later of the 60th day prior to the meeting or the tenth day following the day on which the public announcement is first made of the date of the meeting and the nominees proposed by the Omega Board.
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The MedEquities bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the Board and the proposal of business to be considered by MedEquities stockholders may be made only (1) pursuant to MedEquities’ notice of the meeting, (2) by or at the direction of MedEquities’ Board or (3) by a stockholder who was a stockholder of record both at the time of provision of notice and at the time of the meeting, is entitled to vote at the meeting on the election of each individual so nominated or such other business and has complied with the advance notice procedures set forth in the MedEquities bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.
The MedEquities bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to the MedEquities Board and the proposal of other business to be considered by MedEquities stockholders at an annual meeting of stockholders may be made only (1) pursuant to MedEquities’ notice of the meeting, (2) by or at the direction of the MedEquities Board or (3) by a stockholder who was a stockholder of record both at the time of giving of notice and at the time of the meeting, who is entitled to vote at the meeting on the election of the individual so nominated or such other business and who has complied with the advance notice procedures set forth in the MedEquities bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee or business proposal, as applicable.
With respect to special meetings of stockholders, only the business specified in MedEquities’ notice of meeting may be brought before the meeting. Nominations of individuals for election to the MedEquities Board may be made at a special meeting of stockholders at which directors are to be elected only (1) by or at the direction of the MedEquities Board or (2) provided that the special meeting has been properly called in accordance with MedEquities’ bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record both at the time of giving of notice and at
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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| | | | | | | the time of the meeting, who is entitled to vote at the meeting on the election of each individual so nominated and who has complied with the advance notice provisions set forth in the MedEquities bylaws, including a requirement to provide certain information about the stockholder and its affiliates and the nominee. | |
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Notice of
Stockholder Meetings |
| | The Omega bylaws provide that not less than ten nor more than 90 days before each meeting of stockholders, Omega shall give notice to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote but who is entitled to notice of the meeting, written or printed notice stating the date, place and time of the meeting, and in the case of a special meeting or as otherwise may be required by the MGCL, such notice shall state the purpose for which the meeting is called. The notice shall be in writing or, to the extent permitted by the MGCL (unless Omega has received a request from a stockholder that notice not be sent by electronic transmission), transmitted by an electronic transmission to each stockholder at his or her address appearing in the records of Omega or, in respect to any electronic transmission, to any address or number of the stockholder at which the stockholder receives electronic transmissions. If mailed, the notice of the meeting shall be deemed to be given when deposited in the United States mail, addressed to the stockholder at his or her address as it appears in the records of Omega, with postage thereon prepaid. Omega, subject to the proxy rules of the SEC, may give a single notice to all stockholders who share an address, unless Omega has received a request from a stockholder in writing or by electronic transmission that a single notice not be given. | | | The MedEquities bylaws provide that not less than ten nor more than 90 days before each meeting of stockholders, MedEquities shall give notice to each stockholder entitled to vote at such meeting, and to each stockholder not entitled to vote but who is entitled to notice of the meeting, stating the date, place and time of the meeting, and in the case of a special meeting or as otherwise may be required by the MGCL, such notice shall state the purpose for which the meeting is called. The notice shall be in writing or transmitted by an electronic transmission to each stockholder (1) by presenting it personally, (2) by leaving it at the stockholder’s residence or usual place of business or (3) by delivering it by any other means permitted by applicable law. If mailed, the notice of the meeting shall be deemed to be given when deposited in the United States mail, addressed to the stockholder at his or her address as it appears in the records of MedEquities, with postage thereon prepaid. MedEquities, subject to the proxy rules of the SEC, may give a single notice to all stockholders who share an address, unless MedEquities has received a request from a stockholder in writing or by electronic transmission that a single notice not be given. | |
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Stockholder Action
Without a Meeting |
| | The Omega bylaws provide that action may be taken without a meeting of stockholders only if all of the stockholders entitled to vote with respect to the subject matter thereof consent in writing or by electronic transmission to such action being taken or (in respect to the adoption of new bylaws or the amendment or repeal of the existing bylaws) by a written consent of the holders of a majority of the | | | The MedEquities charter provides that any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting if a unanimous consent setting forth the action is given in writing or by electronic transmission by each stockholder entitled to vote on the matter and filed with the minutes of proceedings of the stockholders. | |
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Rights of Omega Stockholders
(which will be the rights of the stockholders of the combined company following the merger) |
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Rights of MedEquities Stockholders
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| | | | outstanding shares entitled to vote. The election of directors may not be undertaken by written consent. | | | | |
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Liability and
Indemnification of Directors and Officers |
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Omega’s charter contains provisions limiting the liability of directors and officers, to the maximum extent that Maryland law in effect from time to time permits, such that no director or officer of Omega shall be liable to Omega or its stockholders for money or other damages. Therefore, Omega’s directors and officers shall have no liability for money or other damages except to the extent that (i) it is proven that the director or officer actually received an improper personal benefit or profit, or (ii) a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the action, or failure to act, of the director or officer, was the result of active and deliberate dishonesty, and was material to the cause of action.
Omega’s charter and bylaws obligate Omega, to the maximum extent permitted by Maryland law, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any of Omega’s present or former directors or officers who is made a party to the proceeding by reason of his or her service in that capacity or (ii) any individual who, while serving as a director or officer of Omega and at Omega’s request, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made party to the proceeding by reason of his or her service in that capacity. Omega may, with the approval of the Omega Board, provide such indemnification and payment or reimbursement of expenses to an individual who served a predecessor of Omega in any such capacities described above, or to any employee or agent of Omega or a predecessor of Omega.
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The MedEquities charter contains provisions limiting the liability of directors and officers, to the maximum extent that Maryland law in effect from time to time permits, such that no director or officer of MedEquities shall be liable to MedEquities or its stockholders for money damages. Therefore, MedEquities’ directors and officers shall have no liability for money damages except to the extent that (i) it is proven that the director or officer actually received an improper personal benefit or profit, or (ii) a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding in the proceeding that the action, or failure to act, of the director or officer, was the result of active and deliberate dishonesty, and was material to the cause of action.
The MedEquities charter permits MedEquities, and the MedEquities bylaws obligate MedEquities, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify, and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (a) any individual who is a present or former director or officer of MedEquities or (b) any individual who, while a director or officer of MedEquities and at the request of MedEquities, serves or has served as a director, officer, partner, trustee, managing member or manager of another corporation, real estate investment trust, partnership, joint venture, trust, limited liability company, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity.
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Omega Healthcare Investors, Inc.
303 International Circle, Suite 200 Hunt Valley, Maryland 21030 Attn: Matthew Gourmand (410) 427- 1700 |
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MedEquities Realty Trust, Inc.
3100 West End Avenue, Suite 1000 Nashville, Tennessee Attn: Tripp Sullivan (615) 627- 4710 |
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| “Agreement” | | | Preamble | |
| “Articles of Merger” | | | Section 1.3 | |
| “Base Premium” | | | Section 6.4(c) | |
| “Book-Entry Shares” | | | Section 2.2(b) | |
| “Cash Consideration” | | | Section 2.1(a) | |
| “Charter Restrictions” | | | Section 6.5 | |
| “Closing” | | | Section 1.2 | |
| “Closing Date” | | | Section 1.2 | |
| “Company” | | | Preamble | |
| “Company Acquisition Proposal” | | | Section 5.3(i) | |
| “Company Alternative Acquisition Agreement” | | | Section 5.3(a) | |
| “Company Adverse Recommendation Change” | | | Section 5.3(e) | |
| “Company Board” | | | Recitals | |
| “Company Board of Directors” | | | Recitals | |
| “Company Board Recommendation” | | | Recitals | |
| “Company Change Notice” | | | Section 5.3(f) | |
| “Company Common Stock” | | | Recitals | |
| “Company Development Contracts” | | | Section 3.17(k) | |
| “Company Development Properties” | | | Section 3.17(k) | |
| “Company Disclosure Letter” | | | Article III | |
| “Company Employee” | | | Section 6.13(a) | |
| “Company Employee Benefit Plans” | | | Section 3.13(a) | |
| “Company General Partner” | | | Recitals | |
| “Company Insurance Policies” | | | Section 3.20 | |
| “Company Intervening Event” | | | Section 5.3(i) | |
| “Company Material Contract” | | | Section 3.18(a) | |
| “Company Operating Partnership” | | | Preamble | |
| “Company Parties” | | | Preamble | |
| “Company Pending Investments” | | | Section 5.1(b)(vii) | |
| “Company Permits” | | | Section 3.6(a) | |
| “Company Permitted Dividends” | | | Section 5.1(b)(iii) | |
| “Company Permitted Liens” | | | Section 3.17(b) | |
| “Company Preferred Stock” | | | Section 3.3(a) | |
| “Company Properties” | | | Section 3.17(a) | |
| “Company Quarterly Dividends” | | | Section 5.1(b)(iii) | |
| “Company Restricted Shares” | | | Section 3.3(a) | |
| “Company RSUs” | | | Section 3.3(a) | |
| “Company SEC Documents” | | | Section 3.7(a) | |
| “Company Shares” | | | Recitals | |
| “Company Subsidiary Partnership” | | | Section 3.12(h) | |
| “Company Superior Proposal” | | | Section 5.3(i) | |
| “Company Tax Protection Agreements” | | | Section 3.12(h) | |
| “Company Third Party” | | | Section 3.17(h) | |
| “Company Title Insurance Policies” | | | Section 3.17(j) | |
| “Covered Persons” | | | Section 6.4(b) | |
| “Exchange Agent” | | | Section 2.2(a) | |
| “Exchange Fund” | | | Section 2.2(a) | |
| “Exchange Ratio” | | | Section 2.1(a) | |
| “Existing Company Loan” | | | Section 3.10 | |
| “Existing Parent Loan” | | | Section 4.10 | |
| “Fractional Share Consideration” | | | Section 2.1(a) | |
| “Indemnification Agreements” | | | Section 6.4(a) | |
| “Interim Period” | | | Section 5.1(a) | |
| “Merger” | | | Recitals | |
| “Merger Consideration” | | | Section 2.1(a) | |
| “Merger Effective Time” | | | Section 1.3 | |
| “MGCL” | | | Recitals | |
| “Parent” | | | Preamble | |
| “Parent Board” | | | Recitals | |
| “Parent Board of Directors” | | | Recitals | |
| “Parent Development Properties” | | | Section 4.15(j) | |
| “Parent Disclosure Letter” | | | Article IV | |
| “Parent Employee Benefit Plans” | | | Section 4.13(a) | |
| “Parent Insurance Policies” | | | Section 4.18 | |
| “Parent Material Contract” | | | Section 4.16(a) | |
| “Parent Parties” | | | Preamble | |
| “Parent Operating Partnership” | | | Preamble | |
| “Parent Permits” | | | Section 4.6(a) | |
| “Parent Permitted Dividend” | | | Section 5.2(b)(iii) | |
| “Parent Permitted Liens” | | | Section 4.15(a) | |
| “Parent Preferred Stock” | | | Section 4.3(a) | |
| “Parent Properties” | | | Section 4.15(a) | |
| “Parent SEC Documents” | | | Section 4.7(a) | |
| “Parties” | | | Preamble | |
| “Party” | | | Preamble | |
| “Pre-Closing Dividend” | | | Section 2.1(d) | |
| “REIT” | | | Recitals | |
| “REIT Dividend” | | | Section 6.11(a) | |
| “Remedies Exception” | | | Section 3.4(a) | |
| “SDAT” | | | Section 1.3 | |
| “Security Holder Litigation” | | | Section 6.8 | |
| “Share Issuance” | | | Recitals | |
| “Signing Capitalization” | | | Section 3.3(a) | |
| “Stock Consideration” | | | Section 2.1(a) | |
| “Surviving Entity” | | | Section 1.1 | |
| “Termination Payment” | | | Section 8.2(b) | |
| “Transfer Taxes” | | | Section 6.10(c) | |
| “Window Period Bidder” | | | Section 5.3(a) | |
| “Window Period End Time” | | | Section 5.3(a) | |
| PARENT: | | ||||||
| OMEGA HEALTHCARE INVESTORS, INC. | | ||||||
| By: | | | /s/ C. Taylor Pickett | | |||
| | | | Name: | | | C. Taylor Pickett | |
| | | | Title: | | | President and Chief Executive Officer | |
| PARENT OPERATING PARTNERSHIP: | | ||||||
| OHI HEALTHCARE PROPERTIES LIMITED PARTNERSHIP | | ||||||
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By:
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| | OMEGA HEALTHCARE INVESTORS, INC., its General Partner | | |||
| By: | | | /s/ C. Taylor Pickett | | |||
| | | | Name: | | | C. Taylor Pickett | |
| | | | Title: | | | President and Chief Executive Officer | |
| COMPANY: | | | ||||||||
| MEDEQUITIES REALTY TRUST, INC. | | | ||||||||
| By: | | | /s/ John W. McRoberts | | | |||||
| | | | Name: | | | John W. McRoberts | | |||
| | | | Title: | | | Chief Executive Officer | | |||
| COMPANY GENERAL PARTNER: | | | ||||||||
| MEDEQUITIES OP GP, LLC | | | ||||||||
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By:
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| | MEDEQUITIES REALTY TRUST, INC., its sole member |
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| By: | | | /s/ John W. McRoberts | | | |||||
| | | | Name: | | | John W. McRoberts | | |||
| | | | Title: | | | Chief Executive Officer | | |||
| COMPANY OPERATING PARTNERSHIP: | | | ||||||||
| MEDEQUITIES REALTY OPERATING PARTNERSHIP, LP | | | ||||||||
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By:
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| | MEDEQUITIES OP GP, LLC, its General Partner |
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By:
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| | MEDEQUITIES REALTY TRUST, INC., its sole member |
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| By: | | | /s/ John W. McRoberts | | | |||||
| | | | Name: | | | John W. McRoberts | | |||
| | | | Title: | | | Chief Executive Officer | |
| OMEGA HEALTHCARE INVESTORS, INC. | | ||||||
| By: | | | /s/ C. Taylor Pickett | | |||
| | | | Name: | | | C. Taylor Pickett | |
| | | | Title: | | | Chief Executive Officer | |
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Signature
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Position
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/s/ C. Taylor Pickett
C. Taylor Pickett
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| | Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Robert O. Stephenson
Robert O. Stephenson
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| | Chief Financial Officer (Principal Financial Officer) |
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/s/ Michael D. Ritz
Michael D. Ritz
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| | Chief Accounting Officer (Principal Accounting Officer) |
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/s/ Kapila K. Anand
Kapila K. Anand
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| | Director | |
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/s/ Norman R. Bobins
Norman R. Bobins
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| | Director | |
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/s/ Craig R. Callen
Craig R. Callen
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| | Director | |
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/s/ Barbara B. Hill
Barbara B. Hill
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| | Director | |
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/s/ Edward Lowenthal
Edward Lowenthal
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| | Director | |
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/s/ Ben W. Perks
Ben W. Perks
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| | Director | |
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/s/ Stephen D. Plavin
Stephen D. Plavin
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| | Director | |
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/s/ Burke Whitman
Burke Whitman
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| | Director | |