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<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM <FONT
STYLE="white-space:nowrap">8-K</FONT> </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT
REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant to Section&nbsp;13 or 15(d) </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>of the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported): December&nbsp;31, 2018 </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>MEDEQUITIES REALTY TRUST, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
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<TD VALIGN="top" ALIGN="center"><B>Maryland</B></TD>
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<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">001-37887</FONT></B></TD>
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<TD VALIGN="top" ALIGN="center"><B><FONT STYLE="white-space:nowrap">46-5477146</FONT></B></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>of incorporation)</B></P></TD>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Commission</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>File Number)</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(IRS Employer</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Identification No.)</B></P></TD></TR>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>3100 West End Avenue, Suite 1000</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Nashville, Tennessee</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices)</B></P></TD>
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<TD VALIGN="bottom" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>37203</B></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Zip Code)</B></P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Registrant&#146;s telephone number, including area code:
<FONT STYLE="white-space:nowrap">(615)&nbsp;627-4710</FONT> </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Not Applicable </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Former name or former address, if changed since last report) </B></P>
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<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form <FONT STYLE="white-space:nowrap">8-K</FONT> filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </P></TD></TR></TABLE>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting material pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the Exchange Act (17
CFR <FONT STYLE="white-space:nowrap">240.14a-12)</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">14d-2(b)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.14d-2(b))</FONT> </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><FONT STYLE="white-space:nowrap">Pre-commencement</FONT> communications pursuant to Rule <FONT
STYLE="white-space:nowrap">13e-4(c)</FONT> under the Exchange Act (17 CFR <FONT STYLE="white-space:nowrap">240.13e-4(c))</FONT> </P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> of the Securities Exchange Act of 1934 <FONT
STYLE="white-space:nowrap">(&#167;240.12b-2</FONT> of this chapter). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Emerging growth company &#9746; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section&nbsp;13(a) of the Exchange Act.&nbsp;&nbsp;&#9746; </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Entry into a Material Definitive Agreement. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Agreement and Plan of Merger </U></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On
January&nbsp;2, 2019, MedEquities Realty Trust, Inc. (the &#147;Company&#148;), MedEquities OP GP, LLC (the &#147;Company General Partner&#148;) and MedEquities Realty Operating Partnership, LP (the &#147;Company Operating Partnership&#148; and,
together with the Company and the Company General Partner, the &#147;Company Parties&#148;) entered into an Agreement and Plan of Merger (the &#147;Merger Agreement&#148;) with Omega Healthcare Investors, Inc. (&#147;Omega&#148;) and OHI Healthcare
Properties Limited Partnership (the &#147;Omega Operating Partnership&#148; and, together with Omega, the &#147;Omega Parties&#148;). The Merger Agreement and the transactions contemplated thereby were approved unanimously by the Company&#146;s
board of directors (the &#147;Company Board&#148;) and unanimously by Omega&#146;s board of directors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the terms of the
Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into Omega (such merger transaction, the &#147;Merger&#148;) at the effective time of the Merger (the
&#147;Merger Effective Time&#148;), with Omega continuing as the surviving company in the Merger. At the Merger Effective Time, each share of common stock, $0.01 par value per share, of the Company (the &#147;Company Common Stock&#148;) issued and
outstanding immediately prior to the Merger Effective Time will be converted into the right to receive the following consideration (the &#147;Merger Consideration&#148;): </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">0.235 of a share of common stock of Omega (the &#147;Omega Common Stock&#148;), subject to adjustment under
certain limited circumstances, plus the right to receive cash in lieu of any fractional shares of Omega Common Stock; and </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="5%">&nbsp;</TD>
<TD WIDTH="2%" VALIGN="top" ALIGN="left">&#149;</TD>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">an amount in cash equal to $2.00, subject to adjustment under certain limited circumstances (the &#147;Cash
Consideration&#148;). </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the terms of the Merger Agreement, the Company will declare a special dividend of
$0.21 per share of Company Common Stock payable to the holders of record of Company Common Stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the Merger, which will be payable
together with the Cash Consideration in the Merger in accordance with the terms of the Merger Agreement (the <FONT STYLE="white-space:nowrap">&#147;Pre-Closing</FONT> Dividend&#148;).<B> </B>The <FONT STYLE="white-space:nowrap">Pre-Closing</FONT>
Dividend will be paid by Omega or, if requested by Omega and subject to certain conditions, the Company. In addition to the <FONT STYLE="white-space:nowrap">Pre-Closing</FONT> Dividend, the Company will be permitted to declare and pay its regular
quarterly dividends in an amount not to exceed $0.21 per share of Company Common Stock per quarter; however, the Company will not pay any dividend with respect to the third quarter of 2018. Omega will be permitted to declare and pay its regular
quarterly dividends at an annualized rate not to exceed $2.64 per share of Omega Common Stock prior to the Merger Effective Time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In
connection with the Merger, each outstanding restricted share of Company Common Stock will vest in full at the Merger Effective Time and be converted into the right to receive the Merger Consideration and the
<FONT STYLE="white-space:nowrap">Pre-Closing</FONT> Dividend. Each outstanding restricted stock unit of the Company will be cancelled and retired at the Merger Effective Time and no payment or other consideration will be made with respect thereto.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company Parties and the Omega Parties have made customary representations, warranties and covenants in the Merger Agreement,
including, among others, a representation by Omega that it has and will continue to have access to sufficient funds to pay the Cash Consideration and any cash in lieu of any fractional shares of Omega Common Stock and consummate the transactions
contemplated by the Merger Agreement, covenants by the parties to use their reasonable best efforts to obtain all required third party consents and consummate the Merger and to conduct their respective businesses in the ordinary course during the
period between execution of the Merger Agreement and closing of the Merger. The Company Parties have also agreed not to solicit alternative transactions or, subject to certain exceptions, participate in discussions relating to an alternative
transaction, furnish <FONT STYLE="white-space:nowrap">non-public</FONT> information to third parties relating to an alternative transaction, change the Company Board&#146;s recommendation to the Company&#146;s stockholders or enter into an agreement
with respect to an alternative transaction. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement requires the Company to convene a special meeting of stockholders for
purposes of obtaining approval of a majority of the outstanding shares of Company Common Stock and requires Omega to prepare and file with the Securities and Exchange Commission (the &#147;SEC&#148;) a Form
<FONT STYLE="white-space:nowrap">S-4</FONT> registering the Omega Common Stock issuable as part of the Merger Consideration and requires the Company to prepare and file a proxy statement with respect to such meeting as promptly as practical after
the date of the Merger Agreement, which proxy statement will contain, subject to certain exceptions, the Company Board&#146;s recommendation that the Company&#146;s stockholders vote in favor of the Merger. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger is subject to customary closing conditions, including, among other things, (1)&nbsp;the affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote on the Merger, (2)&nbsp;the absence of any law, injunction, judgment, order or ruling prohibiting the Merger, (3)&nbsp;the accuracy of the representations and warranties
made by the parties (subject to customary materiality and other qualifications), (4) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (5)&nbsp;the receipt of certain
third party consents, (6)&nbsp;the delivery of tax opinions related to each of the Company&#146;s and Omega&#146;s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), (7) the delivery
of tax opinions that the Merger will qualify as a reorganization within the meaning of Section&nbsp;368(a) of the Code and (8)&nbsp;the absence of a material adverse effect on the Company Parties or the Omega Parties prior to the closing. The
consummation of the Merger is not subject to any financing condition and does not require the vote of the stockholders or holders of debt securities of Omega. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement contains certain termination rights for the Company and Omega, including, without limitation, the ability of the Company
to terminate the Merger Agreement if the Company Board approves and authorizes the Company to enter into a definitive agreement to implement a superior proposal, so long as the Company Parties are not in breach of the
<FONT STYLE="white-space:nowrap">non-solicitation</FONT> provisions of the Merger Agreement. In addition, the Merger Agreement may be terminated under certain circumstances, including: (A)&nbsp;by mutual written consent of the Company and Omega;
(B)&nbsp;by either the Company or Omega (1)&nbsp;if the Merger has not been consummated on or before June&nbsp;30, 2019 (the &#147;Outside Date&#148;), (2) if any of the representations or warranties made by the other party were inaccurate when
made, or have become inaccurate as of a date subsequent to the date of the Merger Agreement, in each case which would result in the applicable closing condition of such party being incapable of being satisfied by the Outside Date (subject to certain
exceptions), (3)&nbsp;if there has been a breach by the other party of any covenant or agreement, which would result in the applicable closing condition of such party being incapable of being satisfied by the Outside Date (subject to certain
exceptions), (4) if a governmental authority issued a final, <FONT STYLE="white-space:nowrap">non-appealable</FONT> order prohibiting the consummation of the Merger or (5)&nbsp;upon a failure of the Company to obtain approval of the requisite vote
of its stockholders; or (C)&nbsp;by Omega, (1)&nbsp;if the Company Board changes its recommendation that the Company&#146;s stockholders approve the Merger, (2)&nbsp;if&nbsp;the Company fails to include in its proxy statement the Company
Board&#146;s recommendation that the Company&#146;s stockholders approve the Merger or (3)&nbsp;if a tender or exchange offer relating to the Company Common Stock is commenced and the Company does not announce an adverse recommendation with respect
to such tender or exchange offer within ten business days. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Company terminates the Merger Agreement in connection with its entry
into an alternative transaction with respect to a superior proposal and under other specified circumstances, the Company will be required to pay to Omega: (i)&nbsp;a termination fee of $6,533,861 plus reimbursement of up to $1,500,000 in expenses,
with respect to any termination on or before the date that is 30 days following the date of the Merger Agreement (subject to extension if the Company Parties and the Omega Parties are engaged in a match-right process relating to a superior proposal,
as provided in the Merger Agreement) (the &#147;Initial Termination Period&#148;); or (ii)&nbsp;a termination fee of $12,250,989 with respect to any termination following the Initial Termination Period. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;1.02.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Termination of a Material Definitive Agreement. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As previously disclosed, the Company through certain wholly owned subsidiaries entered into a
<FONT STYLE="white-space:nowrap">triple-net</FONT> master lease agreement (the &#147;New Texas Ten Lease&#148;) with certain affiliates of Creative Solutions in Healthcare, Inc. for the Company&#146;s ten skilled nursing facilities in Texas (the
&#147;Texas Ten Portfolio&#148;). In connection with the </P>
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commencement of the New Texas Ten Lease on January&nbsp;1, 2019, the Company, on December&nbsp;31, 2018, terminated the prior lease for the Texas Ten Portfolio&#151;the Master Lease, dated
July&nbsp;29, 2015, as amended on January&nbsp;13, 2016 (the &#147;Prior Texas Ten Lease&#148;), by and among certain subsidiaries of the Company and certain affiliates of OnPointe Health. The material terms of the Prior Texas Ten Lease are included
in the Company&#146;s Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the year ended December&nbsp;31, 2017 under the heading &#147;Business&#151;Our Portfolio&#151;Description of Significant Properties&#151;Texas SNF
Portfolio&#148; and are incorporated by reference herein. </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;5.02.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. </B></P></TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On January&nbsp;2, 2019, the Company entered into Retention Incentive
Award Agreements (the &#147;Retention Agreements&#148;) with each of John W. McRoberts, William C. Harlan and Jeffery C. Walraven. Pursuant to the Retention Agreements, if the Merger is consummated, Messrs. McRoberts, Harlan and Walraven will be
paid cash awards of $486,000, $186,000 and $121,000, respectively, in each case subject to the satisfaction of the terms and conditions of the applicable Retention Agreement, including, subject to certain exceptions, being employed by the Company on
the closing date of the Merger and complying with the terms of their respective employment agreements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing description of the
Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference. </P>
<P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;8.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Other Events. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On January&nbsp;2, 2019, Omega issued a press release announcing the execution of the Merger Agreement. A copy of such press release is
attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Forward-Looking Statements </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> contains forward-looking statements within the meaning of
Section&nbsp;27A of the Securities Act of 1933, as amended, and Section&nbsp;21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections about, among others, the industry,
markets in which the Company operates, management&#146;s beliefs, assumptions made by management and the transactions described in this Current Report on Form <FONT STYLE="white-space:nowrap">8-K.</FONT> While the Company&#146;s management believes
the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of
the Company&#146;s management. These risks include, but are not limited to: (1)&nbsp;the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2)&nbsp;the outcome of any legal
proceedings that may be instituted against the Company Parties and others following announcement of the Merger Agreement; (3)&nbsp;the inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the Merger; (4)&nbsp;risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (5)&nbsp;the ability to recognize the benefits
of the Merger; (6)&nbsp;the amount of the costs, fees, expenses and charges related to the Merger; and (7)&nbsp;other risks that are set forth under &#147;Risk Factors&#148; in the Company&#146;s Annual Report on Form
<FONT STYLE="white-space:nowrap">10-K</FONT> for the year ended December&nbsp;31, 2017 and Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> for the quarters ended September&nbsp;30, 2018 and June&nbsp;30, 2018 and other
documents filed by the Company with the SEC from time to time. All forward-looking statements speak only as of the date of this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> or, in the case of any document incorporated by
reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. Except as otherwise may be required by
law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form <FONT
STYLE="white-space:nowrap">8-K.</FONT> </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Cautionary Statements </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Merger Agreement has been filed as an exhibit to this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> to provide
investors with information regarding its terms. Except for its status as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described above, the Merger Agreement is
not intended to be a source of factual, business or operational information about the parties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The representations, warranties and
covenants made by the parties in the Merger Agreement are qualified and limited, including by information in the schedules referenced in the Merger Agreement that the Company Parties and the Omega Parties delivered in connection with the execution
of the Merger Agreement. Representations and warranties may be used as a tool to allocate risks between the respective parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing
such matters as facts. Furthermore, the representations and warranties may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. These representations and warranties may or
may not have been accurate as of any specific date and do not purport to be accurate as of the date of this filing. Accordingly, they should not be relied upon as statements of factual information. Investors are not third-party beneficiaries under
the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its affiliates. The Company acknowledges that,
notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in
this Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> not misleading. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>No Offer or Solicitation </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Current Report on Form <FONT STYLE="white-space:nowrap">8-K</FONT> shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section&nbsp;10 of the U.S. Securities Act of 1933, as amended. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Important Additional Information </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with the proposed transaction, the Company&nbsp;will file a proxy statement (the &#147;Proxy Statement&#148;) and Omega will file
a registration statement on <FONT STYLE="white-space:nowrap">Form&nbsp;S-4</FONT> (together with the Proxy Statement, the &#147;Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement&#148;),&nbsp;which will also contain the proxy statement
of the Company, as well as other documents regarding the proposed transaction, with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM <FONT STYLE="white-space:nowrap">S-4/PROXY</FONT> STATEMENT AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement will be sent to&nbsp;Company stockholders. Investors and
security holders will be able to obtain the Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement and other documents filed by the Company with the SEC free of charge from the SEC&#146;s website at<I>&nbsp;www.sec.gov </I>or from&nbsp;the
Company&#146;s website at<I>&nbsp;www.medequities.com</I>. These documents may also be obtained free of charge from the Company by requesting them by mail at MedEquities Realty Trust, Inc., 3100 West End Avenue, Suite 1000, Nashville, Tennessee
37203, Attention: Tripp Sullivan, or by telephone at (615) 760-1104. Investors and security holders will be able to obtain the Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement and other documents filed by Omega with the SEC free of
charge from the SEC&#146;s website at<I>&nbsp;www.sec.gov </I>or from Omega&#146;s website at<I>&nbsp;www.omegahealthcare.com</I>. These documents may also be obtained free of charge from the Omega by requesting them by mail at 303 International
Circle, Suite 200, Hunt Valley, Maryland 21030, Attention: Chief Financial Officer, or by telephone at (410) <FONT STYLE="white-space:nowrap">427-1700.</FONT> </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Participants in the Solicitation </U></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company, Omega and their respective directors and executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information about&nbsp;the Company&#146;s&nbsp;directors and executive officers is available in&nbsp;the Company&#146;s&nbsp;definitive proxy statement on Schedule
14A dated April&nbsp;16, 2018, for its 2018 Annual Meeting of Stockholders. Information about Omega&#146;s directors and executive officers is available in Omega&#146;s definitive proxy </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">statement on Schedule 14A dated April&nbsp;27, 2018 for its 2018 Annual Meeting of Stockholders, its Annual
Report on Form 10-K filed with the SEC on February 23, 2018 and its Current Reports of Form 8-K filed with the SEC on October 25, 2018 and November 2, 2018. Other information regarding the participants in the solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement and other relevant materials to be filed with the SEC, as applicable, regarding the proposed
transaction when they become available. Investors should read the Form <FONT STYLE="white-space:nowrap">S-4/Proxy</FONT> Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of
the applicable documents from&nbsp;the Company&nbsp;or Omega as indicated above. </P>
</DIV></Center>


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<Center><DIV STYLE="width:8.5in" align="left">

<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left"><B>Item&nbsp;9.01.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Financial Statements and Exhibits. </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;Exhibits </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>
<TD></TD>
<TD VALIGN="bottom" WIDTH="5%"></TD>
<TD WIDTH="92%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center">Exhibit<BR>No.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; " ALIGN="center">Description</P></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>&nbsp;&nbsp;2.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d681790dex21.htm">Agreement and Plan of Merger, dated as of January&nbsp;
2, 2019, by and among MedEquities Realty Trust, Inc., MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega Healthcare Investors, Inc. and OHI Healthcare Properties Limited Partnership (Pursuant to Item 601(b)(2) of Regulation <FONT
STYLE="white-space:nowrap">S-K,</FONT> the schedules to the Agreement and Plan of Merger have been omitted and MedEquities Realty Trust, Inc. agrees to furnish supplementally a copy of any such omitted schedules to the SEC upon request).
</A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d681790dex101.htm">Retention Incentive Award Agreement, dated January&nbsp;2, 2019, by and between MedEquities Realty Trust, Inc. and John W. McRoberts. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d681790dex102.htm">Retention Incentive Award Agreement, dated January&nbsp;2, 2019, by and between MedEquities Realty Trust, Inc. and William C. Harlan. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>10.3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d681790dex103.htm">Retention Incentive Award Agreement, dated January&nbsp;2, 2019, by and between MedEquities Realty Trust, Inc. and Jeffery C. Walraven. </A></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>99.1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d681790dex991.htm">Joint Press Release, dated as of January&nbsp;2, 2019, issued by MedEquities Realty Trust, Inc. and Omega Healthcare Investors, Inc. </A></TD></TR>
</TABLE>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:53%; text-indent:-2%; font-size:10pt; font-family:Times New Roman"><B>&nbsp;&nbsp;MEDEQUITIES&nbsp;REALTY&nbsp;TRUST,&nbsp;INC.</B> </P>
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<TR>
<TD WIDTH="46%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="4%"></TD>
<TD VALIGN="bottom"></TD>
<TD WIDTH="2%"></TD>
<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">January&nbsp;2, 2019</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ John W. McRoberts</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">John W. McRoberts</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Chairman and Chief Executive Officer</TD></TR>
</TABLE>
</DIV></Center>

</BODY></HTML>
[{"type": "8-K", "sequence": "1", "filename": "d681790d8k.htm", "description": "FORM 8-K", "secsgml_size_bytes": 45716}]
{"company-data": {"conformed-name": "MedEquities Realty Trust, Inc.", "cik": "0001616314", "assigned-sic": "6798", "irs-number": "465477146", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-37887", "film-number": "19500052"}, "business-address": {"street1": "3100 WEST END AVENUE", "street2": "SUITE 1000", "city": "NASHVILLE", "state": "TN", "zip": "37203", "phone": "(615) 324-7822"}, "mail-address": {"street1": "3100 WEST END AVENUE", "street2": "SUITE 1000", "city": "NASHVILLE", "state": "TN", "zip": "37203"}}
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2018
MEDEQUITIES REALTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
001-37887
46-5477146
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
3100 West End Avenue, Suite 1000
Nashville, Tennessee
(Address of principal executive offices)
37203
(Zip Code)
Registrant's telephone number, including area code:
(615) 627-4710
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☒
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒
Item 1.01.
Entry into a Material Definitive Agreement.
Agreement and Plan of Merger
On
January 2, 2019, MedEquities Realty Trust, Inc. (the "Company"), MedEquities OP GP, LLC (the "Company General Partner") and MedEquities Realty Operating Partnership, LP (the "Company Operating Partnership" and,
together with the Company and the Company General Partner, the "Company Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Omega Healthcare Investors, Inc. ("Omega") and OHI Healthcare
Properties Limited Partnership (the "Omega Operating Partnership" and, together with Omega, the "Omega Parties"). The Merger Agreement and the transactions contemplated thereby were approved unanimously by the Company's
board of directors (the "Company Board") and unanimously by Omega's board of directors.
Pursuant to the terms of the
Merger Agreement and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into Omega (such merger transaction, the "Merger") at the effective time of the Merger (the
"Merger Effective Time"), with Omega continuing as the surviving company in the Merger. At the Merger Effective Time, each share of common stock, $0.01 par value per share, of the Company (the "Company Common Stock") issued and
outstanding immediately prior to the Merger Effective Time will be converted into the right to receive the following consideration (the "Merger Consideration"):
•
0.235 of a share of common stock of Omega (the "Omega Common Stock"), subject to adjustment under
certain limited circumstances, plus the right to receive cash in lieu of any fractional shares of Omega Common Stock; and
•
an amount in cash equal to $2.00, subject to adjustment under certain limited circumstances (the "Cash
Consideration").
Pursuant to the terms of the Merger Agreement, the Company will declare a special dividend of
$0.21 per share of Company Common Stock payable to the holders of record of Company Common Stock as of the end of trading on the New York Stock Exchange on the trading day immediately prior to the closing date of the Merger, which will be payable
together with the Cash Consideration in the Merger in accordance with the terms of the Merger Agreement (the
"Pre-Closing
Dividend").
The
Pre-Closing
Dividend will be paid by Omega or, if requested by Omega and subject to certain conditions, the Company. In addition to the
Pre-Closing
Dividend, the Company will be permitted to declare and pay its regular
quarterly dividends in an amount not to exceed $0.21 per share of Company Common Stock per quarter; however, the Company will not pay any dividend with respect to the third quarter of 2018. Omega will be permitted to declare and pay its regular
quarterly dividends at an annualized rate not to exceed $2.64 per share of Omega Common Stock prior to the Merger Effective Time.
In
connection with the Merger, each outstanding restricted share of Company Common Stock will vest in full at the Merger Effective Time and be converted into the right to receive the Merger Consideration and the
Pre-Closing
Dividend. Each outstanding restricted stock unit of the Company will be cancelled and retired at the Merger Effective Time and no payment or other consideration will be made with respect thereto.
The Company Parties and the Omega Parties have made customary representations, warranties and covenants in the Merger Agreement,
including, among others, a representation by Omega that it has and will continue to have access to sufficient funds to pay the Cash Consideration and any cash in lieu of any fractional shares of Omega Common Stock and consummate the transactions
contemplated by the Merger Agreement, covenants by the parties to use their reasonable best efforts to obtain all required third party consents and consummate the Merger and to conduct their respective businesses in the ordinary course during the
period between execution of the Merger Agreement and closing of the Merger. The Company Parties have also agreed not to solicit alternative transactions or, subject to certain exceptions, participate in discussions relating to an alternative
transaction, furnish
non-public
information to third parties relating to an alternative transaction, change the Company Board's recommendation to the Company's stockholders or enter into an agreement
with respect to an alternative transaction.
The Merger Agreement requires the Company to convene a special meeting of stockholders for
purposes of obtaining approval of a majority of the outstanding shares of Company Common Stock and requires Omega to prepare and file with the Securities and Exchange Commission (the "SEC") a Form
S-4
registering the Omega Common Stock issuable as part of the Merger Consideration and requires the Company to prepare and file a proxy statement with respect to such meeting as promptly as practical after
the date of the Merger Agreement, which proxy statement will contain, subject to certain exceptions, the Company Board's recommendation that the Company's stockholders vote in favor of the Merger.
The Merger is subject to customary closing conditions, including, among other things, (1) the affirmative vote of the holders of a
majority of the outstanding shares of Company Common Stock entitled to vote on the Merger, (2) the absence of any law, injunction, judgment, order or ruling prohibiting the Merger, (3) the accuracy of the representations and warranties
made by the parties (subject to customary materiality and other qualifications), (4) the performance by the parties in all material respects of their covenants, obligations and agreements under the Merger Agreement, (5) the receipt of certain
third party consents, (6) the delivery of tax opinions related to each of the Company's and Omega's status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the "Code"), (7) the delivery
of tax opinions that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and (8) the absence of a material adverse effect on the Company Parties or the Omega Parties prior to the closing. The
consummation of the Merger is not subject to any financing condition and does not require the vote of the stockholders or holders of debt securities of Omega.
The Merger Agreement contains certain termination rights for the Company and Omega, including, without limitation, the ability of the Company
to terminate the Merger Agreement if the Company Board approves and authorizes the Company to enter into a definitive agreement to implement a superior proposal, so long as the Company Parties are not in breach of the
non-solicitation
provisions of the Merger Agreement. In addition, the Merger Agreement may be terminated under certain circumstances, including: (A) by mutual written consent of the Company and Omega;
(B) by either the Company or Omega (1) if the Merger has not been consummated on or before June 30, 2019 (the "Outside Date"), (2) if any of the representations or warranties made by the other party were inaccurate when
made, or have become inaccurate as of a date subsequent to the date of the Merger Agreement, in each case which would result in the applicable closing condition of such party being incapable of being satisfied by the Outside Date (subject to certain
exceptions), (3) if there has been a breach by the other party of any covenant or agreement, which would result in the applicable closing condition of such party being incapable of being satisfied by the Outside Date (subject to certain
exceptions), (4) if a governmental authority issued a final,
non-appealable
order prohibiting the consummation of the Merger or (5) upon a failure of the Company to obtain approval of the requisite vote
of its stockholders; or (C) by Omega, (1) if the Company Board changes its recommendation that the Company's stockholders approve the Merger, (2) if the Company fails to include in its proxy statement the Company
Board's recommendation that the Company's stockholders approve the Merger or (3) if a tender or exchange offer relating to the Company Common Stock is commenced and the Company does not announce an adverse recommendation with respect
to such tender or exchange offer within ten business days.
If the Company terminates the Merger Agreement in connection with its entry
into an alternative transaction with respect to a superior proposal and under other specified circumstances, the Company will be required to pay to Omega: (i) a termination fee of $6,533,861 plus reimbursement of up to $1,500,000 in expenses,
with respect to any termination on or before the date that is 30 days following the date of the Merger Agreement (subject to extension if the Company Parties and the Omega Parties are engaged in a match-right process relating to a superior proposal,
as provided in the Merger Agreement) (the "Initial Termination Period"); or (ii) a termination fee of $12,250,989 with respect to any termination following the Initial Termination Period.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 1.02.
Termination of a Material Definitive Agreement.
As previously disclosed, the Company through certain wholly owned subsidiaries entered into a
triple-net
master lease agreement (the "New Texas Ten Lease") with certain affiliates of Creative Solutions in Healthcare, Inc. for the Company's ten skilled nursing facilities in Texas (the
"Texas Ten Portfolio"). In connection with the
commencement of the New Texas Ten Lease on January 1, 2019, the Company, on December 31, 2018, terminated the prior lease for the Texas Ten Portfolio—the Master Lease, dated
July 29, 2015, as amended on January 13, 2016 (the "Prior Texas Ten Lease"), by and among certain subsidiaries of the Company and certain affiliates of OnPointe Health. The material terms of the Prior Texas Ten Lease are included
in the Company's Annual Report on Form
10-K
for the year ended December 31, 2017 under the heading "Business—Our Portfolio—Description of Significant Properties—Texas SNF
Portfolio" and are incorporated by reference herein.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On January 2, 2019, the Company entered into Retention Incentive
Award Agreements (the "Retention Agreements") with each of John W. McRoberts, William C. Harlan and Jeffery C. Walraven. Pursuant to the Retention Agreements, if the Merger is consummated, Messrs. McRoberts, Harlan and Walraven will be
paid cash awards of $486,000, $186,000 and $121,000, respectively, in each case subject to the satisfaction of the terms and conditions of the applicable Retention Agreement, including, subject to certain exceptions, being employed by the Company on
the closing date of the Merger and complying with the terms of their respective employment agreements.
The foregoing description of the
Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the Retention Agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
Item 8.01.
Other Events.
On January 2, 2019, Omega issued a press release announcing the execution of the Merger Agreement. A copy of such press release is
attached as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01.
Forward-Looking Statements
This Current Report on Form
8-K
contains 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. These statements are based on current expectations, estimates and projections about, among others, the industry,
markets in which the Company operates, management's beliefs, assumptions made by management and the transactions described in this Current Report on Form
8-K.
While the Company's management believes
the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond the control of
the Company's management. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the outcome of any legal
proceedings that may be instituted against the Company Parties and others following announcement of the Merger Agreement; (3) the inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other
conditions to completion of the Merger; (4) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (5) the ability to recognize the benefits
of the Merger; (6) the amount of the costs, fees, expenses and charges related to the Merger; and (7) other risks that are set forth under "Risk Factors" in the Company's Annual Report on Form
10-K
for the year ended December 31, 2017 and Quarterly Reports on Form
10-Q
for the quarters ended September 30, 2018 and June 30, 2018 and other
documents filed by the Company with the SEC from time to time. All forward-looking statements speak only as of the date of this Current Report on Form
8-K
or, in the case of any document incorporated by
reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. Except as otherwise may be required by
law, the Company undertakes no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this Current Report on Form
8-K.
Cautionary Statements
The Merger Agreement has been filed as an exhibit to this Current Report on Form
8-K
to provide
investors with information regarding its terms. Except for its status as the contractual document that establishes and governs the legal relations among the parties thereto with respect to the transactions described above, the Merger Agreement is
not intended to be a source of factual, business or operational information about the parties.
The representations, warranties and
covenants made by the parties in the Merger Agreement are qualified and limited, including by information in the schedules referenced in the Merger Agreement that the Company Parties and the Omega Parties delivered in connection with the execution
of the Merger Agreement. Representations and warranties may be used as a tool to allocate risks between the respective parties to the Merger Agreement, including where the parties do not have complete knowledge of all facts, instead of establishing
such matters as facts. Furthermore, the representations and warranties may be subject to standards of materiality applicable to the contracting parties, which may differ from those applicable to investors. These representations and warranties may or
may not have been accurate as of any specific date and do not purport to be accurate as of the date of this filing. Accordingly, they should not be relied upon as statements of factual information. Investors are not third-party beneficiaries under
the Merger Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or its affiliates. The Company acknowledges that,
notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in
this Current Report on Form
8-K
not misleading.
No Offer or Solicitation
This Current Report on Form
8-K
shall not constitute an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering
of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Additional Information
In connection with the proposed transaction, the Company will file a proxy statement (the "Proxy Statement") and Omega will file
a registration statement on
Form S-4
(together with the Proxy Statement, the "Form
S-4/Proxy
Statement"), which will also contain the proxy statement
of the Company, as well as other documents regarding the proposed transaction, with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM
S-4/PROXY
STATEMENT AND OTHER RELEVANT DOCUMENTS FILED
WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When final, a definitive copy of the Form
S-4/Proxy
Statement will be sent to Company stockholders. Investors and
security holders will be able to obtain the Form
S-4/Proxy
Statement and other documents filed by the Company with the SEC free of charge from the SEC's website at
www.sec.gov
or from the
Company's website at
www.medequities.com
. These documents may also be obtained free of charge from the Company by requesting them by mail at MedEquities Realty Trust, Inc., 3100 West End Avenue, Suite 1000, Nashville, Tennessee
37203, Attention: Tripp Sullivan, or by telephone at (615) 760-1104. Investors and security holders will be able to obtain the Form
S-4/Proxy
Statement and other documents filed by Omega with the SEC free of
charge from the SEC's website at
www.sec.gov
or from Omega's website at
www.omegahealthcare.com
. These documents may also be obtained free of charge from the Omega by requesting them by mail at 303 International
Circle, Suite 200, Hunt Valley, Maryland 21030, Attention: Chief Financial Officer, or by telephone at (410)
427-1700.
Participants in the Solicitation
The Company, Omega and their respective directors and executive officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information about the Company's directors and executive officers is available in the Company's definitive proxy statement on Schedule
14A dated April 16, 2018, for its 2018 Annual Meeting of Stockholders. Information about Omega's directors and executive officers is available in Omega's definitive proxy
statement on Schedule 14A dated April 27, 2018 for its 2018 Annual Meeting of Stockholders, its Annual
Report on Form 10-K filed with the SEC on February 23, 2018 and its Current Reports of Form 8-K filed with the SEC on October 25, 2018 and November 2, 2018. Other information regarding the participants in the solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be contained in the Form
S-4/Proxy
Statement and other relevant materials to be filed with the SEC, as applicable, regarding the proposed
transaction when they become available. Investors should read the Form
S-4/Proxy
Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of
the applicable documents from the Company or Omega as indicated above.
Item 9.01.
Financial Statements and Exhibits.
(d)    Exhibits
Exhibit
No.
Description
2.1
Agreement and Plan of Merger, dated as of January 
2, 2019, by and among MedEquities Realty Trust, Inc., MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega Healthcare Investors, Inc. and OHI Healthcare Properties Limited Partnership (Pursuant to Item 601(b)(2) of Regulation
S-K,
the schedules to the Agreement and Plan of Merger have been omitted and MedEquities Realty Trust, Inc. agrees to furnish supplementally a copy of any such omitted schedules to the SEC upon request).
10.1
Retention Incentive Award Agreement, dated January 2, 2019, by and between MedEquities Realty Trust, Inc. and John W. McRoberts.
10.2
Retention Incentive Award Agreement, dated January 2, 2019, by and between MedEquities Realty Trust, Inc. and William C. Harlan.
10.3
Retention Incentive Award Agreement, dated January 2, 2019, by and between MedEquities Realty Trust, Inc. and Jeffery C. Walraven.
99.1
Joint Press Release, dated as of January 2, 2019, issued by MedEquities Realty Trust, Inc. and Omega Healthcare Investors, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MEDEQUITIES REALTY TRUST, INC.
January 2, 2019
By:
/s/ John W. McRoberts
John W. McRoberts
Chairman and Chief Executive Officer