NHI Announces Pricing of Upsized Public Offering of Common Stock
National Health Investors (NYSE:NHI) has announced the pricing of an upsized public offering of 2,400,000 shares of common stock at $71.25 per share. The offering, expected to close on August 16, 2024, includes a 30-day option for underwriters to purchase up to 360,000 additional shares. NHI has entered into forward sale agreements with major financial institutions, allowing for future settlement within approximately 12 months. The company plans to use the net proceeds for working capital, acquisitions, debt repayment, and mortgage investments. This offering is made through an effective shelf registration statement and is being managed by leading investment banks.
National Health Investors (NYSE:NHI) ha annunciato il prezzo di un offerta pubblica aumentata di 2.400.000 azioni ordinarie a $71,25 per azione. L'offerta, che si prevede si chiuda il 16 agosto 2024, include un'opzione di 30 giorni per i sottoscrittori di acquistare fino a 360.000 azioni aggiuntive. NHI ha stipulato accordi di vendita futura con importanti istituzioni finanziarie, consentendo un regolamento futuro entro circa 12 mesi. L'azienda prevede di utilizzare i proventi netti per capitale circolante, acquisizioni, rimborso del debito e investimenti ipotecari. Questa offerta è effettuata attraverso una dichiarazione di registrazione a scaffale efficace ed è gestita da importanti banche d'investimento.
National Health Investors (NYSE:NHI) ha anunciado el precio de una oferta pública ampliada de 2.400.000 acciones ordinarias a $71.25 por acción. Se espera que la oferta se cierre el 16 de agosto de 2024 e incluye una opción de 30 días para que los suscriptores compren hasta 360.000 acciones adicionales. NHI ha firmado acuerdos de venta anticipada con importantes instituciones financieras, permitiendo una liquidación futura en aproximadamente 12 meses. La empresa planea utilizar los ingresos netos para capital de trabajo, adquisiciones, pago de deudas e inversiones hipotecarias. Esta oferta se realiza a través de una declaración de registro en estante efectiva y está siendo gestionada por bancos de inversión líderes.
국립 건강 투자자(NYSE:NHI)는 규모 확대 공모로 2,400,000주의 보통주를 주당 $71.25에 가격을 발표했습니다. 이 공모는 2024년 8월 16일에 종료될 예정이며, 인수자가 최대 360,000주를 추가로 구매할 수 있는 30일 옵션이 포함됩니다. NHI는 주요 금융 기관과 선매도 계약을 체결하여 약 12개월 이내에 미래 결제가 가능하도록 하고 있습니다. 회사는 순수익을 운전자본, 인수, 부채 상환 및 주택담보대출 투자에 사용할 계획입니다. 이 공모는 효력이 있는 선반 등록 성명을 통해 이루어지며, 주요 투자은행들이 관리하고 있습니다.
National Health Investors (NYSE:NHI) a annoncé la tarification d'une offre publique augmentée de 2.400.000 actions ordinaires au prix de 71,25 $ par action. L'offre devrait se clôturer le 16 août 2024 et comprend une option de 30 jours pour les souscripteurs d'acheter jusqu'à 360.000 actions supplémentaires. NHI a conclu des accords de vente à terme avec des institutions financières majeures, permettant un règlement futur dans environ 12 mois. La société prévoit d'utiliser les produits nets pour le fonds de roulement, les acquisitions, le remboursement de dettes et les investissements hypothécaires. Cette offre est réalisée par le biais d'une déclaration d'enregistrement de shelf efficace et est gérée par des banques d'investissement de premier plan.
National Health Investors (NYSE:NHI) hat die Preisgestaltung eines aufgestockten öffentlichen Angebots von 2.400.000 Stammaktien zu einem Preis von 71,25 $ pro Aktie bekannt gegeben. Es wird erwartet, dass das Angebot am 16. August 2024 abgeschlossen wird und eine 30-tägige Option für die Underwriter beinhaltet, bis zu 360.000 zusätzliche Aktien zu kaufen. NHI hat Forward-Verkaufsverträge mit großen Finanzinstituten abgeschlossen, die eine zukünftige Abwicklung innerhalb von etwa 12 Monaten ermöglichen. Das Unternehmen plant, die Nettomittel für Betriebskapital, Akquisitionen, Schuldenrückzahlung und Hypothekeninvestitionen zu verwenden. Dieses Angebot erfolgt über eine wirksame Shelf-Registrierungserklärung und wird von führenden Investmentbanken verwaltet.
- Upsized public offering of 2,400,000 shares at $71.25 per share, potentially raising significant capital
- 30-day option for underwriters to purchase up to 360,000 additional shares, potentially increasing capital raised
- Flexible settlement terms through forward sale agreements, allowing NHI to optimize timing of share issuance
- Planned use of proceeds for acquisitions, debt repayment, and investments, potentially strengthening financial position
- Potential dilution of existing shareholders' ownership due to the issuance of new shares
- No immediate receipt of proceeds from the sale of shares, as funds will be received upon settlement of forward agreements
Insights
NHI's upsized public offering of 2.4 million shares at
The intended use of proceeds for acquisitions and debt repayment suggests a focus on portfolio growth and balance sheet management. This could lead to improved cash flows and a stronger competitive position in the healthcare REIT sector. However, investors should note the potential dilution effect on earnings per share once the shares are issued.
The successful pricing of NHI's upsized offering at
The healthcare REIT sector has been experiencing increased interest due to demographic trends and the essential nature of healthcare properties. NHI's ability to raise capital on these terms suggests it's well-positioned to capitalize on market opportunities. However, investors should monitor how effectively management deploys this capital to generate returns that justify the equity issuance.
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
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.
The Company will not receive any proceeds from the sale of shares by the forward purchasers or their respective affiliates. The Company expects to use the net proceeds that it receives upon settlement of the forward sale agreements for working capital and for general corporate purposes, including, but not limited to, the funding of acquisitions of additional properties or businesses, the repayment of short-term and long-term debt and investments in mortgages.
The offering is being made pursuant to an effective shelf registration statement and will be made only by means of a preliminary prospectus supplement and a related prospectus relating to such offering and the accompanying base prospectus, a copy of which may be obtained from: BofA Securities, Inc., Attn: Prospectus Department, NCI-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, email dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to WFScustomerservice@wellsfargo.com; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W. 42nd Street, 32nd Floor, New York, NY 10036, email: bmoprospectus@bmo.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About National Health Investors
Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale, leasebacks, joint-ventures, senior housing operating partnerships, and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI's portfolio consists of independent living, assisted living and memory care communities, entrance-fee retirement communities, skilled nursing facilities, and specialty hospitals.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements including, without limitation, words such as "may", "will", "should", "believes", "anticipates", "expects", "intends", "estimates", "plans", "projects", "likely" and other similar expressions are forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things; the operating success of our tenants and borrowers for collection of our lease and interest income; the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to the concentration of a significant percentage of our portfolio to a small number of tenants; risks associated with pandemics, epidemics or outbreaks, such as the COVID-19 pandemic, on our operators' business and results of operations; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates would have on our tenants' and borrowers' business; the risk that the cash flows of our tenants and borrowers would be adversely affected by increased liability claims and liability insurance costs; the risk that we may not be fully indemnified by our lessees and borrowers against future litigation; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests; inflation and increased interest rates; adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions; operational risks with respect to our senior housing operating portfolio structured communities; risks related to our ability to maintain the privacy and security of Company information; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave; the risk that our assets may be subject to impairment charges; the potential need to incur more debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust and other risks which are described under the heading "Risk Factors" in Item 1A in our Form 10-K for the year ended December 31, 2023. Many of these factors are beyond the control of the Company and its management. The Company assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made. 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 in the above referenced Form 10-K. Copies of each filing may be obtained from the Company or the SEC.
Contact: Dana Hambly, Vice President, Finance & Investor Relations
Phone: (615) 890-9100
SOURCE: National Health Investors
View the original press release on accesswire.com
FAQ
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