8-K

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): March 27, 2014

NATIONAL HEALTH INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland	001-10822	62-1470956
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

222 Robert Rose Drive

Murfreesboro, Tennessee 37129

(Address of principal executive offices)

(615) 890-9100

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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 7.01. Regulation FD Disclosure.

Press Release Announcing Exercise of Over-allotment Option

On March 27, 2014, National Health Investors, Inc. (the “Company”) announced that the underwriters had exercised their over-allotment option to purchase an additional $25 million in aggregate principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Notes”). On Monday, March 25, 2014, the Company closed the initial offering of $175 million in aggregate principal amount of Notes. The Notes will bear interest at a rate equal to 3.25% per year and the conversion rate will initially equal 13.9260 shares of common stock per $1,000 principal amount of Notes. The purchase of the additional $25 million in aggregate principal amount of Notes closed on March 28, 2014. The total principal amount of the Notes sold was $200 million, and the net proceeds were approximately $193.6 million, after deducting the underwriting discounts and commissions and other estimated expenses of the offering payable by the Company.

The Company intends to use the net proceeds of the offering to reduce amounts outstanding under its revolving credit facility and for general working capital purposes.

The joint book-running managers for the offering were BofA Merrill Lynch and J.P. Morgan. The co-lead managers for the offering were BMO Capital Markets and KeyBanc Capital Markets. The co-managers for the offering were Capital One Securities, JMP Securities LLC, Regions Securities LLC and Stifel. The offering was made pursuant to the Company’s effective shelf registration statement previously filed with the Securities and Exchange Commission.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Press Release Announcing Entry into Amended Credit Agreement

On March 27, 2014, the Company announced that it has entered into amended $700 million senior unsecured credit facilities that include a new $450 million revolving credit facility, a new $130 million term loan and existing $120 million of existing term loans. The facilities can be expanded, subject to certain conditions, up to an additional $130 million. At closing, the new facilities replaced smaller credit facilities that originated on June 30, 2013 that provided for $370 million of total commitments.

The amended credit facilities provide for: (1) a $450 million unsecured revolving credit facility that matures in March 2019 (inclusive of an embedded 1-year extension option) with interest at 150 basis points over LIBOR; (2) a $130 million unsecured term loan that matures in June 2020 with interest at 175 basis points over LIBOR of which interest of 3.91% is fixed with an interest rate swap agreement; and (3) two existing term loans which remain in place totaling $120 million, maturing in June 2020 and bearing interest at 175 basis points over LIBOR, a notional amount of $40 million being fixed at 3.29% until 2019 and $80 million being fixed at 3.86% until 2020.

A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Title
99.1	Press Release Announcing Exercise of Over-allotment Option
99.2	Press Release Announcing Entry into Amended Credit Agreement

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.

	NATIONAL HEALTH INVESTORS, INC.
Date: March 28, 2014	By:	/s/ J. Justin Hutchens
		J. Justin Hutchens
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release Announcing Exercise of Over-allotment Option
99.2	Press Release Announcing Entry into Amended Credit Agreement

EX-99.1

Exhibit 99.1

Contact: Roger R. Hopkins, Chief Accounting Officer

(615) 890-9100

NHI Convertible Senior Note Offering Reaches $200 Million with Exercise of Underwriters’ Option

MURFREESBORO, Tenn. – (March 27, 2014) National Health Investors, Inc. (NYSE: NHI) announced today that the underwriters have exercised their over-allotment option to purchase an additional $25 million in aggregate principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Notes”). On Monday, March 25, 2014, NHI closed the initial offering of $175 million in aggregate principal amount of Notes. The Notes will bear interest at a rate equal to 3.25% per year and the conversion rate will initially equal 13.9260 shares of common stock per $1,000 principal amount of Notes. The purchase of the additional $25 million in aggregate principal amount of Notes is expected to close on or about March 28, 2014, subject to customary closing conditions. Giving effect to the closing of the purchase of the additional Notes, the total principal amount of the Notes sold will be $200 million, and the net proceeds from the initial offering and this additional offering of Notes will be approximately $193.6 million, after deducting the underwriting discounts and commissions and other estimated expenses of the offering payable by NHI.

NHI intends to use the net proceeds of the offering to reduce amounts outstanding under its revolving credit facility and for general working capital purposes.

The joint book-running managers for the offering were BofA Merrill Lynch and J.P. Morgan. The co-lead managers for the offering were BMO Capital Markets and KeyBanc Capital Markets. The co-managers for the offering were Capital One Securities, JMP Securities LLC, Regions Securities LLC and Stifel. The offering was made pursuant to NHI’s effective shelf registration statement previously filed with the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

About NHI

National Health Investors, Inc. (NYSE: NHI), a Maryland corporation incorporated and publicly listed in 1991, is a healthcare real estate investment trust (REIT) specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI’s investments include senior housing (assisted living, memory care, independent living and senior living campuses), skilled nursing, medical office buildings, and hospitals.

Safe Harbor Statement

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 year ended December 31, 2013.

EX-99.2

Exhibit 99.2

Contact: Roger R. Hopkins, Chief Accounting Officer

(615) 890-9100

NHI Announces $700 Million Credit Facility

- Expands borrowing capacity, extends maturities, improves pricing -

MURFREESBORO, Tenn. – (March 27, 2014) National Health Investors, Inc. (NYSE:NHI) announced today it has entered into amended $700 million senior unsecured credit facilities that include a new $450 million revolving credit facility, a new $130 million term loan and existing $120 million term loans. The facilities can be expanded, subject to certain conditions, up to an additional $130 million. At closing, the new facilities replaced smaller credit facilities that originated on June 30, 2013 and provided for $370 million of total commitments.

The amended credit facilities provide for: (1) a $450 million unsecured, revolving credit facility that matures in March 2019 (inclusive of an embedded 1-year extension option) with interest at 150 basis points over LIBOR; (2) a $130 million unsecured term loan that matures in June 2020 with interest at 175 basis points over LIBOR of which interest of 3.91% is fixed with an interest rate swap agreement; and (3) two existing term loans which remain in place totaling $120 million, maturing in June 2020 and bearing interest at 175 basis points over LIBOR, a notional amount of $40 million being fixed at 3.29% until 2019 and $80 million being fixed at 3.86% until 2020.

Justin Hutchens, NHI’s CEO and President, noted, “With the closing of these credit facilities and the recent $200 million convertible senior note offering, NHI has successfully fixed a majority of its interest rate expense, extended maturities and expanded its borrowing capacity to support additional growth. We appreciate the bank group’s continued support of NHI’s business and capital plans.”

Wells Fargo Securities, LLC, BMO Capital Markets and KeyBank National Association were joint lead arrangers for the facilities and arranged a syndicate that included 11 banks. J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated were joint lead arrangers and joint bookrunners for the revolving credit facility. Capital One, National Association was joint lead arranger and joint bookrunner for the term loan. Other banks in the credit facilities are Regions Bank, Pinnacle National Bank, United Community Bank, Stifel Bank & Trust and UMB Bank.

About NHI

National Health Investors, Inc. (NYSE: NHI), a Maryland corporation incorporated and publicly listed in 1991, is a healthcare real estate investment trust (REIT) specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI’s investments include senior housing (assisted living, memory care, independent living and senior living campuses), skilled nursing, medical office buildings, and hospitals. For more information, visit www.nhireit.com.

Safe Harbor Statement

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.

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