National Health Investors Inc.
09/22/2025 | Press release | Archived content
Free Writing Prospectus (Form FWP)
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
dated September 22, 2025
Registration No. 333-270557
Supplementing the Preliminary
Prospectus Supplement dated September 22, 2025
and Prospectus dated March 15, 2023
National Health Investors, Inc.
PRICING TERM SHEET
| Issuer: | National Health Investors, Inc. (the "Issuer") | |
| Guarantors: | Certain of the Issuer's direct and indirect subsidiaries as described in the Preliminary Prospectus Supplement referred to above (the "Guarantors") | |
| Security: | 5.350% Senior Notes due 2033 (the "Notes") | |
| Ranking: | Senior Unsecured | |
| Format: | SEC Registered | |
| Expected Ratings*: | Baa3 (Moody's) / BBB- (S&P) / BBB- (Fitch) | |
| Trade Date: | September 22, 2025 | |
| Settlement Date: | September 26, 2025 (T+4) | |
| Use of Proceeds: | The Issuer expects to use the net proceeds from this offering to reduce borrowings outstanding under its senior unsecured revolving credit facility, with any remaining amounts being used for working capital and for general corporate purposes, including, but not limited to, the funding of acquisitions of additional properties or businesses, investments in mortgages and the repayment of short-term and long-term debt. | |
| Principal Amount: | $350,000,000 | |
| Benchmark Treasury: | UST 3.875% due August 31, 2032 | |
| Benchmark Treasury Yield: | 3.885% | |
| Spread to Benchmark Treasury: | +165 bps | |
| Yield to Maturity: | 5.535% | |
| Price to Public: | 98.903% of principal amount of the Notes, plus accrued interest, if any, from September 26, 2025 | |
| Coupon (Interest Rate): | 5.350% per annum | |
| Gross Proceeds to the Issuer: | $346,160,500 | |
| Interest Payment Dates: | February 1 and August 1, commencing February 1, 2026 (short first coupon) | |
| Maturity Date: | February 1, 2033 | |
| Record Dates: | January 15 and July 15 | |
| Optional Redemption Provisions: | ||
|
Make-Whole Call: |
Prior to December 1, 2032, T+25 basis points | |
|
Par Call: |
On or after December 1, 2032 | |
| CUSIP / ISIN: | 63633DAG9 / US63633DAG97 | |
| Denominations/Multiple: | $2,000 / $1,000 | |
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC BofA Securities, Inc. Wells Fargo Securities, LLC BMO Capital Markets Corp. KeyBanc Capital Markets Inc. |
|
| Senior Co-Managers: |
Regions Securities LLC Huntington Securities, Inc. |
|
| Co-Managers: |
Hancock Whitney Investment Services, Inc. Stifel, Nicolaus & Company, Incorporated PNFP Capital Markets, Inc. |
|
| * |
Note: A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time. Each of the security ratings above should be evaluated independently of any other security rating. |
| ** |
The Issuer expects that delivery of the Notes will be made to investors on or about the settlement date specified above, which will be the fourth business day following the date of this term sheet. Under rules of the SEC, trades in the secondary market are required to settle in one business day, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes offered hereby more than one business day prior to the scheduled settlement date will be required, by virtue of the fact that the Notes initially settle in T+4, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers who wish to trade the Notes more than one business day before the scheduled settlement date should consult their advisors. |
The Issuer and the Guarantors have filed a registration statement (including a prospectus dated March 15, 2023 and a preliminary prospectus supplement dated September 22, 2025) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer, the Guarantors and this offering. You may obtain these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and preliminary prospectus supplement if you request it by calling J.P. Morgan Securities LLC collect at (212) 834-4533, BofA Securities, Inc. at (800) 294-1322 or Wells Fargo Securities, LLC at (800) 645-3751.
National Health Investors Inc. published this content on September 22, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 25, 2025 at 10:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]