National Health Investors, Inc. NHI
NHI is an undervalued senior-housing REIT whose conflicted, interlocked board threatens to give away the upcoming NHC lease renewal — vote AGAINST Webb and Swafford to force change.
Thesis
Land & Buildings argues that National Health Investors (NHI) is a deeply undervalued healthcare REIT — trading at just 13x 2024e AFFO with a 6.1% well-covered dividend yield — that is being held back by entrenched, conflicted governance ahead of a critical 2026 lease renewal with tenant National HealthCare Corporation (NHC), which represents 15% of NOI at materially below-market rents. Chairman W. Andrew Adams and director Robert Adams together own roughly $98 million of NHC stock, while director Charlotte Swafford (a 30-year NHC veteran) owns $22 million, and director Robert Webb is a 33-year board veteran with longstanding personal ties to the Adams brothers. L&B urges shareholders to vote AGAINST Webb and Swafford at the May 22, 2024 annual meeting, putting the NHC lease out to third-party bid and refreshing the board with independent directors could unlock approximately 15% earnings upside from this lease alone.
SCQA
NHI is a healthcare REIT uniquely weighted to senior housing and skilled nursing, with strong 80+ demographic tailwinds, a 6.1% covered yield, and a portfolio L&B views as a 'diamond in the rough' trading at 13x 2024e AFFO.
The board is structurally conflicted: Chairman W. Andrew Adams and director Robert Adams collectively own ~$98M of tenant NHC stock, Swafford is a 30-year NHC alum, and Webb is a 33-year over-tenured local Tennessee crony — jeopardizing the 2026 NHC lease renewal (15% of NOI, materially under-rented).
Shareholders should vote AGAINST Webb and Swafford at the May 22, 2024 Annual Meeting, force the NHC lease out to third-party bid, declassify the board, opt out of MUTA, and add genuinely independent directors with no Adams/NHC ties.
Re-pricing the NHC lease to market — supported by disclosed 3.5x rent coverage and rising — alone implies roughly 15% upside to NHI earnings, with further upside from SHOP growth, accretive external deals, and a multiple re-rating off depressed levels.
The three reasons
- 1
Board is riddled with Adams-brother conflicts that imperil the upcoming NHC lease renewal (15% of NOI)
- 2
NHC lease is materially below market — at 3.5x coverage, re-rating could lift NHI earnings ~15%
- 3
NHI trades at just 13x 2024e AFFO with a 6.1% yield despite senior-housing tailwinds and SHOP upside
Primary demands
- Vote AGAINST incumbent directors Robert Webb and Charlotte Swafford at the May 22, 2024 Annual Meeting
- Put the NHC lease (expiring 2026) out to bid with third-party operators rather than negotiate solely with conflicted insider tenant
- Declassify the Board so all directors stand for annual one-year-term election
- Permanently opt out of the Maryland Unsolicited Takeover Act (MUTA)
- Refresh the Board with truly independent directors having zero ties to the Adams brothers, NHC, or other current Board members
KPIs cited
Pattern membership
Precedents cited
- Sun Communities (SUI) cooperation agreement — appointment of Jerry Ehlinger and Craig Leupold
- Ventas (VTR) cooperation agreement — appointment of Theodore Bigman and Joe V. Rodriguez Jr.
Composition what's on the 8 slides
Slide gallery ·
Notes
Vote-no campaign letter (not a full deck). Format is a branded prose letter with the only 'visuals' being headshots of the two targeted directors on page 1 and section dividers — no charts, no sum-of-parts, no peer-gap visualization. Strong governance/conflict-of-interest narrative built around the upcoming 2026 NHC lease renewal as the catalyst. Disclaimer explicitly states this is NOT a proxy solicitation, which is unusual posture — L&B is publicly pressuring without filing a full proxy contest. Stake size not disclosed in this document.