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 15, 2018 (October 10, 2018)

New Senior Investment Group Inc.

(Exact Name of Registrant as Specified in Charter)

212-479-3140

(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 is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

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.  ☐

On October 10, 2018, certain wholly owned subsidiaries of New Senior Investment Group Inc. (the “Company”), as borrowers (collectively, the “Borrowers”), entered into a seven-year term loan with KeyBank National Association (“Lender”) in the original principal amount of $720 million (the “Loan” and the agreements evidencing the same, the “Loan Documents”), which is secured by 50 independent living senior housing facilities owned by the Company and managed by Holiday Retirement (the “Holiday Portfolio”). A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The Loan bears interest at a rate per annum equal to the sum of (i) LIBOR and (ii) 2.32%. The Loan is subject to a 0.75% origination fee and certain exit fees payable to the originating Lender for prepayment under certain circumstances. The Loan Documents contain customary representations, warranties and covenants and include customary events of default for financings of this type (with customary grace periods, as applicable).

Pursuant to the Loan Documents, the Company has guaranteed certain of the Borrowers’ obligations. Pursuant to such guaranty, the Company is required to maintain a minimum net worth of $150 million and liquidity of at least $15 million.

On October 10, 2018, the Company used the funds from the Loan to prepay all amounts due and owing under the one-year term loan with JPMorgan Chase Bank, National Association, as lender, in the original principal amount of $720 million, which was entered into on May 14, 2018 and secured by the Holiday Portfolio.

The foregoing description of the Loan Documents and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Master Multifamily Loan and Security Agreement – Senior Housing, dated as of October 10, 2018, by and among the Borrowers and Lender, and the Multifamily Note—Floating Rate, dated as of October 10, 2018, executed by the Borrowers in favor of Lender, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.

The information set forth above in Item 1.01 is incorporated herein by reference.

The information set forth above in Item 1.01 is incorporated herein by reference.

(d) Exhibits.

The following exhibits are being filed herewith:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.