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): December 1, 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.

On December 1, 2014, National Health Investors, Inc. (the “Company”) announced that it has commenced an underwritten public offering of 3,500,000 shares of the Company’s common stock. The underwriters are expected to be granted a 30-day option to purchase up to an additional 525,000 shares of the Company’s common stock.

A copy of the press release announcing the underwritten public offering is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Title
99.1	Press Release dated December 1, 2014.

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: December 1, 2014	By:	/s/ J. Justin Hutchens
		J. Justin Hutchens
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release dated December 1, 2014.

EX-99.1

Exhibit 99.1

NHI Announces Offering of 3.5 Million Shares of Common Stock

Company Release - 12/1/2014

MURFREESBORO, Tenn.—(BUSINESS WIRE)— National Health Investors, Inc. (NYSE:NHI) (the “Company”) announced today that it has commenced an underwritten public offering of 3.5 million shares of its common stock. The underwriters are expected to be granted a 30-day option to purchase up to an additional 525,000 shares.

The Company intends to use the net proceeds from the offering to fund a portion of the $476 million purchase price of its pending acquisition of the Senior Living Communities Portfolio, which consists of eight communities. If the pending acquisition is not completed, the Company intends to use the net proceeds for general corporate purposes, which may include future acquisitions or the repayment of debt.

BofA Merrill Lynch, J.P. Morgan and Wells Fargo Securities are acting as joint book-running managers for the offering. The offering will be made pursuant to a prospectus supplement to the Company’s prospectus dated March 18, 2014, filed as part of the Company’s effective shelf registration statement relating to these securities. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the shares described herein or any other securities, nor shall there be any sale of these shares 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. The offering may be made only by means of a prospectus supplement and the related prospectus.

When available, a copy of the preliminary prospectus supplement, final prospectus supplement and the prospectus relating to the offering can be obtained from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, attention: Prospectus Department, or e-mail dg.prospectus_requests@baml.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: (866) 803-9204; or Wells Fargo Securities, 375 Park Avenue, New York, New York 10152, Attention: Equity Syndicate Department, (800) 326-5897 or cmclientsupport@wellsfargo.com.

About National Health Investors

Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI’s portfolio consists of independent, assisted and memory care communities, continuing care retirement communities, skilled nursing facilities, and specialty hospitals.

Safe Harbor Statement

Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that forward-looking statements 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 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014.

National Health Investors, Inc.

Roger R. Hopkins, 615-890-9100

Chief Accounting Officer

Source: National Health Investors, Inc.