Omega Healthcare Investors, Inc. (NYSE:OHI) entered into a definitive merger agreement to acquire MedEquities Realty Trust, Inc. (NYSE:MRT) for approximately $330 million on January 2, 2019. Under the terms of the agreement, MedEquities' common stockholders and restricted stock awards holders will receive a fixed exchange ratio of 0.235 Omega's common shares plus $2 in cash for each share of MedEquities held by them. 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 transaction represents an enterprise value of approximately $600 million for MedEquities. The consideration is subject to adjustment under certain limited circumstances. Pursuant to the terms of the transaction, MedEquities will declare a special cash dividend of $0.21 per share of MedEquities common stock, payable to the holders of MedEquities common stock as of the closing date of the merger. This dividend will be payable together with the cash consideration from the merger. On completion, MedEquities will merge with and into Omega with Omega continuing as the surviving entity. The combined company after the merger will retain the name “Omega Healthcare Investors, Inc.” In case of termination, Omega will be required to pay a termination fee of $12.3 million. There are no changes planned to Omega’s Board of Directors or Executive Officers related to the transaction. On January 2, 2019, MedEquities entered into retention incentive award agreements with each of John W. McRoberts, William C. Harlan and Jeffery C. Walraven. Completion of the transaction is subject to satisfaction of customary closing conditions, including the approval by the stockholders of MedEquities, the receipt of certain third party consents, the delivery of tax opinions related to each of MedEquities’ and Omega’s status as a real estate investment trust under the Internal Revenue Code of 1986, form S-4 becoming effective, shares of Omega's common stock to be issued in the merger being approved for listing on the NYSE, and the delivery of tax opinions that the transaction will qualify as a reorganization within the meaning of Section 368(a) of the Code. The transaction is not subject to approval by Omega’s stockholders and is not subject to any financing contingency. The Boards of Directors of Omega and MedEquities unanimously approved the transaction. MedEquities Board has recommended that the MedEquities stockholders approve the merger. As of May 7, 2019, the meeting of MedEquities stockholders to approve the transaction will be held on May 15, 2019, and the transaction is expect to complete shortly thereafter. As of May 15, 2019, the stockholders of MedEquities approved the merger. The transaction is expected to close in the first half of 2019. As of February 11, 2019, the transaction is expected to close in second quarter of 2019. As of May 15, 2019, the transaction is expected to close on May 17, 2019. Transaction is expected to result in annual FFO, AFFO and FAD accretion of approximately $0.05 per Omega share. Rick Miller, Eliot W. Robinson and Terry Childers of Bryan Cave Leighton Paisner LLP acted as legal advisors to Omega. David P. Slotkin, Lauren C. Bellerjeau, and Andrew P. Campbell of Morrison & Foerster LLP acted as legal advisors while Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider to MedEquities. Centerview Partners LLC acted as financial advisor to Omega in the transaction. Stuart Cable, James Matarese, Blake Liggio and Gil Menna of Goodwin Procter LLP acted as legal advisors to Centerview Partners LLC. Ernst & Young LLP, Whitley Penn LLP and McNair, McLemore, Middlebrooks & Co., LLC acted as accountants to Omega Healthcare Investors. KPMG LLP acted as accountant to MedEquities Realty Trust, Inc. Innisfree M&A Inc. acted as the information agent to MedEquities and received a fee of $12,500 for its services. Citi will receive an aggregate fee of approximately $6 million, of which $1 million was payable upon delivery of Citi’s opinion and the remainder is payable contingent upon consummation of the merger. Computershare Trust Company, NA acted as the registrar to Omega. American Stock Transfer & Trust Company, LLC acted as the transfer agent to MedEquities. Robert Katz and Andy Zwecker of Shearman & Sterling LLP acted as legal advisor to Citigroup Global Markets Inc, financial advisor to MedEquities Realty Trust, Inc.