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 2, 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 2, 2014, National Health Investors, Inc. (the “Company”) announced that it has priced its underwritten public offering of 3,850,000 shares of its common stock at a price to public of $63.80 per share for net proceeds of approximately $235.1 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 577,500 shares of the Company’s common stock. The offering is expected to close on or about December 5, 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 |
Title | |
| 99.1 | Press Release dated December 2, 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 2, 2014 | By: | /s/ J. Justin Hutchens | ||||
| J. Justin Hutchens | ||||||
| President and Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Exhibit Description | |
| 99.1 | Press Release dated December 2, 2014. | |