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 8, 2008

NATIONWIDE HEALTH PROPERTIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	1-9028	95-3997619
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Newport Center Drive, Suite 1150 Newport Beach, California	92660
(Address of Principal Executive Offices)	(ZIP Code)

(949) 718-4400

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communication 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-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

Upcoming Investor Meetings.

At upcoming meetings to be held between December 9, 2008 and December 11, 2008, officers of Nationwide Health Properties, Inc. (the “Company”) will participate in one-on-one sessions with analysts and investors and will refer to the attached slide presentation. A copy of the slide presentation will be available at http://www.nhp-reit.com/press_industry_conferences.php for a period of at least 12 months following the meetings. The attached slide presentation summarizes funding obligations through December 31, 2010 and provides funding availability analysis as of September 30, 2008. The presentation also includes a summary of the Company’s conditional acquisition obligations under its agreement with Pacific Medical Buildings LLC. These obligations are subject to certain conditions specified in the agreement, a copy of which was filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008.

A copy of the slide presentation is attached hereto as Exhibit 99.1, and is incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Slide presentation dated December 8, 2008.

SIGNATURE

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.

	NATIONWIDE HEALTH PROPERTIES, INC.
Date: December 8, 2008	By:	/s/ Abdo H. Khoury
		Name:	Abdo H. Khoury
		Title:	Executive Vice President and Chief Financial & Portfolio Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Slide presentation dated December 8, 2008.

EX-99.1

December 8, 2008

Projected Funding Obligations

& Availability Analysis

Exhibit 99.1

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1

December 8, 2008—

Disclaimer

Certain

information

contained

in

this

release

includes

forward-looking

statements.

Forward-looking

statements

include

statements

regarding

our

expectations,

beliefs,

intentions,

plans,

objectives,

goals,

strategies,

future

events

or

performance

and

underlying

assumptions

and

other

statements

which

are

not

statements

of

historical

facts.

These

statements

may

be

identified,

without

limitation,

by

the

use

of

forward-looking

terminology

such

as

“may,”

“will,”

“anticipates,”

“expects,”

“believes,”

“intends,”

“should”

or

comparable

terms

or

the

negative

thereof.

These

forward-looking

statements

involve

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

those

described

in

the

statements.

Risks

and

uncertainties

associated

with

our

business

include

(without

limitation)

the

following:

deterioration

in

the

operating

results

or

financial

condition,

including

bankruptcies,

of

our

tenants;

non-payment

or

late

payment

of

rent

by

our

tenants;

our

reliance

on

two

tenants

for

a

significant

percentage

of

our

revenue;

occupancy

levels

at

certain

facilities;

our

level

of

indebtedness;

changes

in

the

ratings

of

our

debt

securities;

access

to

the

capital

markets

and

the

cost

of

capital;

government

regulations,

including

changes

in

the

reimbursement

levels

under

the

Medicare

and

Medicaid

programs;

the

general

distress

of

the

healthcare

industry;

increasing

competition

in

our

business

sector;

the

effect

of

economic

and

market

conditions

and

changes

in

interest

rates;

the

amount

and

yield

of

any

additional

investments;

risks

associated

with

acquisitions,

including

our

ability

to

identify

and

complete

favorable

transactions,

delays

or

failures

in

obtaining

third

party

consents

or

approvals,

the

failure

to

achieve

perceived

benefits,

unexpected

costs

or

liabilities

and

potential

litigation;

the

ability

of

our

tenants

to

repay

straight-line

rent

or

loans

in

future

periods;

the

ability

of

our

tenants

to

obtain

and

maintain

adequate

liability

and

other

insurance;

our

ability

to

attract

new

tenants

for

certain

facilities;

our

ability

to

sell

certain

facilities

for

their

book

value;

our

ability

to

retain

key

personnel;

potential

liability

under

environmental

laws;

the

possibility

that

we

could

be

required

to

repurchase

some

of

our

senior

notes;

the

rights

and

influence

of

holders

of

our

outstanding

preferred

stock;

changes

in

or

inadvertent

violations

of

tax

laws

and

regulations

and

other

factors

that

can

affect

real

estate

investment

trusts

and

our

status

as

a

real

estate

investment

trust;

and

other

factors

discussed

from

time

to

time

in

our

news

releases,

public

statements

and/or

filings

with

the

Securities

and

Exchange

Commission,

especially

the

“Risk

Factors”

sections

of

our

Annual

and

Quarterly

Reports

on

Forms

10-K

and

10-Q.

Forward-looking

information

is

provided

by

us

pursuant

to

the

safe

harbor

established

under

the

Private

Securities

Litigation

Reform

Act

of

1995

and

should

be

evaluated

in

the

context

of

these

factors.

We

disclaim

any

intent

or

obligation

to

update

these

forward-looking

statements.

2

December 8, 2008—

Projected Funding Obligations through 2010 (as of September 30, 2008)

NHP Consolidated Acquisition Obligations

Est. Closing

Date

Amount

($000s)

Initial

Yield

2008

2009

2010

Total

[A]

PMB - Chula Vista, CA

Nov 2008

21,985

$  

6.5%

429

$           

429

$           

PMB - Reno, NV

Nov 2008

16,246

$  

6.5%

1,197

$        

1,197

$        

PMB - Pomona, CA

Sep 2009

37,500

$  

7.0%

37,500

$      

37,500

$      

NHP Consolidated Total Acquisition Obligations

1,626

$        

37,500

$      

-

$            

39,126

$      

Expansion, Renovation & Capital Expenditures

2008

2009

2010

Total

[B]

NHP Consolidated

18,452

$      

49,892

$      

29,644

$      

97,988

$      

Unconsolidated Joint Venture

4,605

$        

9,403

$        

928

$           

14,936

$      

Total Expansion, Renovation & Capital Expenditures

23,057

$      

59,295

$      

30,572

$      

112,924

$    

Debt Maturities

2008

2009

[C]

2010

Total

Amount ($000s)

33,500

$      

93,000

$      

108,800

$    

235,300

$    

Rate

7.6%

7.1%

6.2%

6.8%

Total Forward Capital Commitments

58,183

$      

189,795

$    

139,372

$    

387,350

$    

Estimated Proceeds from Purchase Options, Loan Payoffs and Asset Sales

35,221

$      

Cash Balance as of September 30, 2008

114,385

$    

Remaining Availability on Credit Facility

700,000

$    

Total Funding Availabity as of September 30, 2008

849,606

$    

[A] The total reflects an estimate through December 2010 only and does not include a June 2014 obligation for $59 million (Willowcreek - Hillsboro, OR)

[B] The total reflects an estimate of commitments through December 2010 only; the total remaining commitment after 2010 equals $32.1 million

[C] Secured debt totaling $32.9 million previously due in 2009 has been extended one year to 2010

General Notes:

The $ 700 million credit facility matures in October of 2010, but can be extended at NHP's option to October 2011

Above analysis does not include future potential additional capital sources such as retained operating cash flows, formation of joint ventures or capital transactions

Cash Required ($000s)

3

December 8, 2008—

Conditional Pacific Medical Buildings Acquisition Obligations through 2010 (as of September 30, 2008)

NHP Consolidated Conditional Obligations

[A]

Initial

Yield

2008

2009

2010

Total

PMB -

Poway, CA

5.8%

42,595

$   

42,595

$   

PMB -

Mission Viejo, CA

5.8%

96,080

$   

96,080

$   

PMB -

Honolulu, HI

7.0%

28,281

$   

28,281

$   

PMB -

Reno, NV

6.3%

21,684

$   

21,684

$   

PMB -

Burbank, CA

5.8%

58,231

$   

58,231

$   

PMB -

Orange, CA

5.8%

86,470

$   

86,470

$   

PMB -

Pasadena, CA

5.8%

104,547

$ 

104,547

$ 

PMB -

Gilbert, AZ

6.0%

24,355

$   

24,355

$   

5.9%

138,675

$ 

194,666

$ 

128,902

$ 

462,243

$ 

Jul 2009

Jan 2010

Jun 2010

Purchase Price Per Contribution Agreement ($000s)

Est. Closing Date

Indefinitely postponed

[B]

Indefinitely postponed

[B]

Feb 2009

Apr 2009

Jul 2009

[A]

Pursuant

to

the

contribution

agreement,

NHP

is

under

no

obligation

to

acquire

properties

if

the

trailing

20-day

average

rate

for

the

JP

Morgan

JULI

BBB

7

to

10

REIT

index

(measured

five

business

daves

before

any

anticipated

closing

date)

exceeds

7.34%.

As

of

September

30,

2008,

the

index

was

8.75%

and

as

of

November

30,

2008,

the

index

was

14.55%.

[B] Closing originally scheduled for December 2008