Form 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 19, 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 March 19, 2014, National Health Investors, Inc. (the “Company”) announced that it has priced its underwritten public offering of $175 million aggregate principal amount of its 3.25% Convertible Senior Notes due 2021 (the “Notes”) for net proceeds of approximately $169.3 million, after deducting the underwriting discounts and commissions and other estimated expenses of the offering payable by the Company. The underwriters have been granted a 30-day option to purchase up to an additional $25 million aggregate principal amount of the Notes. The offering is expected to close on or about March 25, 2014, subject to customary closing conditions. A copy of the Company’s press release announcing the pricing of its 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 March 19, 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: March 19, 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 March 19, 2014.