National Health Investors Enters Material Agreement, Incurs Financial Obligation

TL;DR

NHI just signed a big deal and took on new debt. Watch this space.

AI Summary

On October 24, 2024, National Health Investors, Inc. entered into a material definitive agreement and created a direct financial obligation. The company, headquartered in Murfreesboro, Tennessee, filed an 8-K report detailing these events.

Why It Matters

This filing indicates a significant new financial commitment or partnership for National Health Investors, Inc., which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and incurring financial obligations can introduce new risks related to the terms of the agreement and the company's ability to manage its debt.

Key Players & Entities

• National Health Investors, Inc. (company) — Registrant
• October 24, 2024 (date) — Date of earliest event reported
• Murfreesboro, Tennessee (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value NHI New York Stock Exchan
• $700 million — aggregate revolving loan commitments of $700 million (the " Revolving Credit Facility "). Th
• $1.0 billion — ans under the Credit Agreement to up to $1.0 billion in the aggregate to the extent the lend
• $30 million — ty to obtain letters of credit of up to $30 million in the aggregate and swingline loans of
• $307.4 million — the aggregate. As of October 24, 2024, $307.4 million of the Revolving Credit Facility was ou
• $5 million — egate principal amount not in excess of $5 million). Borrowings under the Revolving Cred
• $1.475 billion — imum consolidated tangible net worth of $1.475 billion; ratio of consolidated EBITDA to cons
• $200 million — loan facility in a principal amount of $200 million and matures on June 16, 2025 (the " Ter
• $200.0 million — principal balance of the Term Loan was $200.0 million. The Amendment, among other things, m

Filing Documents

• d836704d8k.htm (8-K) — 32KB
• 0001193125-24-243548.txt ( ) — 150KB
• nhi-20241024.xsd (EX-101.SCH) — 3KB
• nhi-20241024_lab.xml (EX-101.LAB) — 17KB
• nhi-20241024_pre.xml (EX-101.PRE) — 11KB
• d836704d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES 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): October 24, 2024 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 No.) 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)) 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 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. Item1.01. Entry into a Material Definitive Agreement. Credit Agreement On October 24, 2024 (the " Effective Date "), National Health Investors, Inc. (the " Company ") entered into an Amended and Restated Credit Agreement (the " Credit Agreement ") with Wells Fargo Bank, National Association, as administrative agent (the " Agent "), and the financial institutions party thereto as lenders and agents, which provides for aggregate revolving loan commitments of $700 million (the " Revolving Credit Facility "). The Credit Agreement amends and restates that certain Credit Agreement (the " Existing Credit Agreement "), dated as of March 31, 2022, among the Company, the Agent and the financial institutions party thereto as lenders and agents, which provided for a $700 million unsecured revolving credit facility. The Credit Agreement includes the option to increase the revolving loan commitments or add term loans under the Credit Agreement to up to $1.0 billion in the aggregate to the extent the lenders (from the syndicate or otherwise) agree to provide additional revolving loan commitments or term loans. The Revolving Credit Facility will mature on October 24, 2028, unless extended pursuant to (i) one or both of the two six-month extension options or (ii) one twelve-month extension option provided therein. The exercise of an extension option requires the payment of a fee of 0.0625% on the extended revolving loan commitments for each six-month extension (or 0.125% in the case of a twelve-month extension) and is subject to certain other customary conditions. The Credit Agreement also provides the Company with the ability to obtain letters of credit of up to $30 million in the aggregate and swingline loans of up to $30 million in the aggregate. As of October 24, 2024, $307.4 million of the Revolving Credit Facility was outstanding under the Credit Agreement. The Credit Agreement is guaranteed by certain subsidiaries of the Company that guarantee other unsecured indebtedness of the Company. Subsidiaries of Company are required to guarantee the Company's obligations under the Credit Agreement if any such subsidiary incurs unsecured indebtedness or guarantees unsecured indebtedness of the Company or another subsidiary of the Company (excluding, among other things, guarantees of certain indebtedness in an aggregate principal amount not in excess of $5 million). Borrowings under the Revolving Credit Facility will bear interest, at Company's option, at a rate of either Term SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or the base rate plus a margin ranging from 0.00% to 0.40%, in each case, with the actual margin determined according to the Company's credit rating. The base rate is the highest of the Agent's prime rate, the federal funds rate plus 0.50% and the adjusted Term SO

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View this 8-K filing on SEC EDGAR