National Health Investors (NHI) Prices 2M Share Offering

National Health Investors, Inc. (NYSE: NHI) announced today that it has commenced an underwritten public offering of 2,000,000 shares of its common stock, all of which will be offered on a forward basis through the forward purchasers (as defined below) or their respective affiliates in connection with the forward sale agreements described below. The underwriters of the offering also expect to be granted a 30-day option to purchase up to an additional 300,000 shares of the Company's common stock from the forward purchasers.

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.

The Company expects to enter 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 2,000,000 shares of common stock to the forward purchasers (or 2,300,000 shares of common stock if the underwriters exercise their option to purchase up to an additional 300,000 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 [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at [email protected] and [email protected]; Wells Fargo Securities, LLC, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or email a request to [email protected]; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W. 42nd Street, 32nd Floor, New York, NY 10036, email: [email protected].

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.

You May Also Be Interested In

• Winnebago Industries refinances credit facility, extends maturity to 2031
• MAIA Biotechnology (MAIA) files $150M mixed shelf
• Baiya International Group (BIYA) files $200M mixed shelf