SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K | ||
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CURRENT REPORT | ||
Pursuant to Section 13 or 15(d) of the | ||
Securities Exchange Act of 1934 | ||
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Date of Report (Date of earliest event reported): May 4, 2012 (May 1, 2012) | ||
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NATIONAL HEALTH INVESTORS, INC. | ||
(Exact name of Registrant as specified in its charter) | ||
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Maryland | 001-10822 | 62-1470956 |
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification Number) |
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222 Robert Rose Drive Murfreesboro, TN 37129 | ||
(Address of principal executive offices) | ||
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(615) 890-9100 | ||
(Registrant’s telephone number, including area code) | ||
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Not Applicable | ||
(Former name or former address, if changed since last report) | ||
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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 (see General Instruction A.2. below): | ||
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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) | ||
Item 1.01.
Entry into a Material Definitive Agreement
The information provided in Item 2.03 below is incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On May 1, 2012, National Health Investors, Inc. announced that it has entered into an amended $320 million unsecured credit facility that includes $120 million of combined 5-year and 7-year term loans that were drawn immediately at closing to pay down revolving credit borrowings and for other corporate purposes. The facility also includes an uncommitted incremental facility feature allowing for an additional $130 million of total borrowings. The facility replaces a smaller credit facility that was scheduled to mature in 2015.
A copy of the press release is filed as Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit Index
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Number | Exhibit |
99 | Press release, dated May 1, 2012 |
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 thereunto duly authorized.
NATIONAL HEALTH INVESTORS, INC.
By: /s/Roger R. Hopkins________
Name: Roger R. Hopkins
Title: Principal Accounting Officer
Date:
May 4, 2012
Exhibit 99
Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100
NHI Announces $320 Million Unsecured Credit Facility
Including 5-Year and 7-Year Term Loans
MURFREESBORO, Tenn. – (May 1, 2012) National Health Investors, Inc. (NYSE:NHI) announced today it has entered into an amended $320 million unsecured credit facility that includes $120 million of combined 5-year and 7-year term loans that were drawn immediately at closing to pay down revolving credit borrowings and for other corporate purposes. The facility also includes an uncommitted incremental facility feature allowing for an additional $130 million of total borrowings. Wells Fargo Securities, LLC was sole bookrunner for the $200 million revolving credit facility. BMO Capital Markets was sole bookrunner for the $120 million 7-year and 5-year term loan facility. Other banks in the credit facility are KeyBank, Bank of America and Pinnacle National Bank. The facility replaces a smaller credit facility that was scheduled to mature in 2015.
The credit facility provides for: (1) unsecured, revolving borrowings of up to $200 million with interest at 140 basis points over LIBOR and a maturity of 5 years (inclusive of an embedded 1 year extension option); (2) an $80 million unsecured, 5-year term loan with interest at 140 basis points over LIBOR; and (3) a $40 million unsecured, 7-year term loan with interest at 150 basis points over LIBOR.
Justin Hutchens, NHI’s CEO and President, noted, “This credit facility expands NHI’s borrowing capacity, lowers our cost of capital and extends the loan maturities. NHI is well-positioned for further growth with the support of this very strong bank group.”
About National Health Investors
National Health Investors, Inc. is a healthcare real estate investment trust that specializes in the financing of healthcare real estate by purchase and leaseback transactions and by mortgage loans. NHI’s investments involve skilled nursing facilities, assisted living facilities, independent living facilities, medical office buildings and hospitals. The common stock of the company trades on the New York Stock Exchange with the symbol NHI. Additional information about NHI, including its most recent press releases, may be obtained on NHI's web site at www.nhireit.com.
Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI’s Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's web site at http://www.sec.gov or on NHI’s web site at http://www.nhireit.com