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Section 1: 8-K (8-K ITEM 8.01 PRESS RELEASE)

Document


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):
June 6, 2019 (June 4, 2019)

NATIONAL HEALTH INVESTORS, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction
of incorporation)
 
001-10822
(Commission
File Number)
 
62-1470956
(IRS Employer
Identification No.)

222 Robert Rose Drive, Murfreesboro, TN 37129
(Address of principal executive offices)

(615) 890-9100
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year,
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)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).             Emerging growth company         [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‬ [ ]

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, $0.01 par value
 
NHI
 
New York Stock Exchange






Item 8.01. Other Events.

On June 4, 2019, National Health Investors issued a press release announcing it it has entered into a property-company joint venture with affiliates of its current tenant, Discovery Senior Living (“Discovery”). Six properties, located in Pennsylvania, Maryland and Indiana, will be purchased by the joint venture for $128,350,000, including up to $1,500,000 in estimated closing costs and expenses. In addition, NHI has committed to a senior mortgage loan of $6,000,000 at 7% annual interest extended to affiliates of Discovery for an additional property in Indiana for which the joint venture will have the option to purchase at stabilization. The Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is also incorporated by reference herein.

Item 9.01.   Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit Index
Number
Exhibit
99.1
Press Release in HTML format, dated June 4, 2019, titled "NHI Expands Discovery Relationship with $128.4 Million Joint Venture"

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 thereunto duly authorized.

NATIONAL HEALTH INVESTORS, INC.

By:
/s/Roger Hopkins
Name:
Roger Hopkins
Title:
Principal Accounting Officer    

Date:    June 6, 2019



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Section 2: EX-99.1 (EXHIBIT 99.1 PRESS RELEASE)

Exhibit


Exhibit 99.1

398231564_nhilogoblueor20.jpg

Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100

NHI Expands Discovery Relationship with $128.4 Million Joint Venture
- Commits $6 Million to Mortgage Loan -

MURFREESBORO, Tenn.-- (June 4, 2019) -- National Health Investors, Inc. (NYSE: NHI) announced today that it has entered into a property-company joint venture with affiliates of its current tenant, Discovery Senior Living (“Discovery”). Six properties, located in Pennsylvania, Maryland and Indiana, will be purchased by the joint venture for $128,350,000, including up to $1,500,000 in estimated closing costs and expenses. The properties consist of 145 independent units, 356 assisted living units and 95 memory care units and will be leased to affiliates of Discovery in a 10-year lease with a 6.5% initial annual cash yield with a CPI-based escalator with a 2% floor and 3% cap beginning in year two. There are two five-year extension options. NHI, the managing member, will own 97.5% of the joint venture equity and Discovery will own 2.5%.

NHI has committed to a senior mortgage loan of $6,000,000 at 7% annual interest extended to affiliates of Discovery for an additional property in Indiana for which the joint venture will have the option to purchase at stabilization. The facility consists of 52 assisted living units and 22 memory care units. The loan is scheduled to be closed by June 30.

Eric Mendelsohn, NHI President and CEO, stated, “NHI has had a long-standing relationship with Discovery, which is a highly-regarded, sophisticated operator of independent, assisted and memory care communities. We are excited to further develop that relationship through a joint venture on these properties that provide an excellent fit into NHI’s portfolio.”

About Discovery
Discovery Senior Living, based out of Bonita Springs, FL, was formed in 1991. With almost three decades of experience, the award-winning management group has been developing, building, marketing, and operating upscale, luxury senior-living communities across the United States. With a flourishing portfolio of more than 9,500 existing home or homes under development, Discovery Senior Living has become a recognized industry leader in creating world-class, resort-style communities. For more information, visit www.discoveryseniorliving.com.

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 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. For more information, visit www.nhireit.com.









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 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 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; 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 web site at http://www.sec.gov or on NHI’s web site at http://www.nhireit.com



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