NHI Announces Pricing of Upsized Public Offering of Common Stock

MURFREESBORO, TN / ACCESSWIRE / August 14, 2024 / National Health Investors, Inc. (NYSE:NHI) (the "Company") announced today the pricing of an underwritten public offering of 2,400,000 shares of its common stock at a public offering price of $71.25 per share, all of which will be offered on a forward basis through the forward purchasers (as defined below) or their respective affiliates in connection with the forward sale agreements described below. The underwriters were also granted a 30-day option to purchase up to an additional 360,000 shares of the Company's common stock from the forward purchasers. The offering is expected to close on August 16, 2024, subject to customary closing conditions.

BofA Securities, J.P. Morgan, Wells Fargo Securities and BMO Capital Markets are acting as joint book-running managers for the offering and as representatives of the underwriters in the offering. Regions Securities LLC and KeyBanc Capital Markets are acting as bookrunners in the offering. Stifel, Huntington Capital Markets and PNFP Capital Markets are acting as co-managers in the offering.

The Company has entered into separate forward sale agreements with each of BofA Securities, J.P. Morgan, Wells Fargo Securities and BMO Capital Markets (or their respective affiliates) (the "forward purchasers") with respect to the shares of common stock covered by the offering. In connection with the forward sale agreements, the forward purchasers or their respective affiliates are expected to borrow and sell to the underwriters all of the shares of common stock that will be delivered in the offering.

Subject to its right to elect cash or net share settlement under certain conditions, the Company intends to deliver, upon full physical settlement of the forward sale agreements on one or more dates specified by the Company occurring no later than approximately twelve months following the date of the prospectus supplement relating to the offering, an aggregate of 2,400,000 shares of common stock to the forward purchasers (or 2,760,000 shares of common stock if the underwriters exercise their option to purchase up to an additional 360,000 shares in full) in exchange for cash proceeds per share equal to the applicable forward sale price, which will initially be the public offering price less the underwriting discount and will be subject to certain adjustments as provided in the forward sale agreements.