Item 8.01 Other Events
On March 19, 2020, National Health Investors, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with each of KeyBanc Capital Markets Inc., BMO Capital Markets Corp., Capital One Securities, Inc., Goldman Sachs & Co. LLC, Stifel, Nicolaus & Company, Incorporated, Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and BofA Securities, Inc. as sales agents and/or principals (collectively, the “Sales Agents”). Pursuant to the Equity Distribution Agreement, the Company may offer and sell shares of its common stock having an aggregate sales price of up to $500,000,000 (the “Shares”) from time to time through the Sales Agents, as the Company’s agents for the offer and sale of the Shares, or to them for resale.
The Shares sold in the offering will be issued pursuant to a prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on March 19, 2020 (the “Prospectus Supplement”) and the accompanying base prospectus dated March 19, 2020 forming part of the Company’s shelf registration statement on Form S-3 (Registration No. 333-237278) filed with the SEC on March 19, 2020.
Sales of Shares, if any, under the Equity Distribution Agreement may be made in negotiated transactions, including block trades, or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), by means of ordinary brokers’ transactions at market prices prevailing at the time of sale, including sales made directly on the New York Stock Exchange, the existing trading market for the Company’s common stock, or sales made to or through a market maker and sales made through other securities exchanges or electronic communications networks. The Company will pay each of the Sales Agents a commission which in each case shall not be more than 1.5% of the gross sales price of Shares sold through it as the Company’s agent under the Equity Distribution Agreement.
Actual sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s common stock, determinations by the Company of the appropriate sources of funding and potential uses of funding available to the Company. The Company intends to use the net proceeds from the offering of the Shares, if any, for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under the Company’s credit facility.
The offering of the Shares pursuant to the Equity Distribution Agreement will terminate upon the earlier of (1) the issuance and sale of all of the Shares subject to the Equity Distribution Agreement and (2) the termination of the Equity Distribution Agreement by either the Company or the respective Sales Agent at any time in the respective party’s sole discretion.
The Company made certain customary representations, warranties and covenants concerning the Company and the Shares in the Equity Distribution Agreement and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act.
The foregoing description of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Distribution Agreement attached hereto as Exhibit 1.1 and incorporated herein by reference.