NHI Prices Offering of Senior Notes

Rhea-AI Summary

National Health Investors (NHI) has priced an offering of $400 million in 3.00% Senior Notes due in 2031. The notes will be offered at 99.196% of par value, with interest payable semi-annually starting on August 1, 2021. NHI intends to use proceeds to repay a $100 million senior unsecured term loan and reduce borrowings under a $550 million revolving credit facility, with additional funds allocated to general corporate purposes. The offering is expected to close on January 26, 2021.

Positive

• Proceeds will be used to repay existing debt, potentially improving cash flow.
• Strengthening balance sheet by reducing liabilities through the offering.

Negative

• Issuing new debt may lead to shareholder dilution.
• The company faces risks associated with the performance of tenants and borrowers.

MURFREESBORO, TN / ACCESSWIRE / January 19, 2020 / National Health Investors, Inc. (NYSE:NHI) announced today that it priced an offering of $400 million aggregate principal amount of 3.00% Senior Notes due 2031 (the "Notes"). The Notes will be issued at 99.196% of par value with a coupon of 3.00%. Interest on the Notes is payable semi-annually on February 1 and August 1 of each year, commencing August 1, 2021. The Notes will mature on February 1, 2031. The offering is expected to close on January 26, 2021, subject to customary closing conditions.

NHI intends to use the net proceeds from this offering to repay its $100 million senior unsecured term loan facility, which matures in July 2021, and to reduce borrowings outstanding under its $550 million senior unsecured revolving credit facility, with any remaining amounts being used for general corporate purposes, including the repayment of short-term and long-term debt.

Wells Fargo Securities, LLC, BofA Securities, Inc., KeyBanc Capital Markets Inc., J.P. Morgan, BMO Capital Markets Corp., and Goldman Sachs & Co. LLC are acting as joint book-running managers for the offering. Capital One Securities, Inc. is acting as a senior co-manager and RBC Capital Markets, LLC, Stifel, Hancock Whitney Investment Services, Inc., and Regions Securities LLC are acting as co-managers.

NHI has filed an effective registration statement (including a prospectus supplement and accompanying base prospectus) with the Securities and Exchange Commission (the "SEC") relating to the offering to which this communication relates. Before making an investment in the Notes, potential investors should read the prospectus supplement, the accompanying prospectus and the other documents that we have filed with the SEC for more complete information about us and the offering. Potential investors may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies may be obtained from: Wells Fargo Securities, LLC, at 608 2nd Avenue South, Suite 1000, Minneapolis, MN 55402, Attention: WFS Customer Service, by telephone at 1-800-645-3751, or by email at wfscustomerservice@wellsfargo.com; BofA Securities, Inc. NC1-004-03-43 at 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, by telephone at 1-800-294-1322, or by email at dg.prospectus_requests@bofa.com; or KeyBanc Capital Markets Inc., Attention: Debt Syndicate, 127 Public Square, Cleveland, OH 44114, or by telephone at 1-866-227-6479.

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 Notes 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. Any offer or sale of the Notes will be made only by means of a prospectus supplement relating to the offering of the Notes and the accompanying prospectus.

About NHI
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 facility investments. NHI's portfolio consists of independent, assisted and memory care communities, entrance-fee retirement communities, skilled nursing facilities, medical office buildings 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 regarding the Company's, tenants', operators', borrowers' or managers' expected future financial position, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust ("REIT"), plans and objectives of management for future operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as "may," "will," "believes," "anticipates," "expects," "intends," "estimates," "plans," 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 impact of COVID-19 on our tenants, borrowers, economy and the Company; the operating success of our tenants and borrowers for collection of our lease and interest income; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings; 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; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk that we may not be fully indemnified by our lessees and borrowers against future litigation; 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; the potential need to refinance existing debt or 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; 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; 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; the risk that our assets may be subject to impairment charges; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust. 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 disclosed in NHI's Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's website at www.sec.gov.

Contact:
Dana Hambly
Vice President, Investor Relations
Phone: (615) 890-9100

SOURCE: National Health Investors, Inc.

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FAQ

What are the terms of NHI's 2021 Senior Notes offering?

NHI's offering is for $400 million in 3.00% Senior Notes due in 2031, priced at 99.196% of par.

How will NHI use the proceeds from the Senior Notes?

The proceeds will repay a $100 million loan and reduce borrowings under a $550 million credit facility.

When is the expected closing date for NHI's offering?

The offering is expected to close on January 26, 2021.

What risks does NHI face related to the Senior Notes?

NHI faces risks from tenant performance impacting cash flow, and potential dilution from new debt.