UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 17, 2015 (August 12, 2015)

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:

As previously reported, on August 12, 2015, New Senior Investment Group Inc. (the “Company”), through its wholly owned subsidiary (the “Purchaser”), completed the acquisition of a portfolio of private pay, independent living properties (collectively, the “Timber Portfolio”) pursuant to a Purchase and Sale Agreement (the “Purchase Agreement”) entered into on June 22, 2015, by and among the Purchaser and the sellers named therein. This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 17, 2015 (the “Initial 8-K”) to include the pro forma financial information and the financial statements relating to the Timber Portfolio required by Items 9.01(a) and 9.01(b), respectively, and to include the exhibits under Item 9.01(d) of this Form 8-K/A. All other information in the Initial 8-K remains unchanged.

The unaudited pro forma combined financial information of the Company as of and for the six months ended June 30, 2015 and for the year ended December 31, 2014 and the notes thereto are attached as Exhibit 99.1 to this Form 8-K/A and are incorporated in this Item 9.01(a) by reference.

The Timber Portfolio was acquired from unrelated parties. The Company is not aware, after reasonable inquiry, of any material factors relating to the operations of the Timber Portfolio, other than as disclosed in this Form 8-K/A, that would cause the reported historical financial information not to be necessarily indicative of future operating results. Material factors considered by the Company relating to the operations of the properties in assessing the acquisition of the Timber Portfolio include the number of units, occupancy rates, the geographical locations and the rent revenue as described elsewhere in this Form 8-K/A.

The Combined Statement of Revenues and Certain Operating Expenses of the Timber Portfolio for the six months ended June 30, 2015 (unaudited) is attached as Exhibit 99.2 to this Form 8-K/A and is incorporated in this Item 9.01(b) by reference.

The Combined Statement of Revenues and Certain Operating Expenses of the Timber Portfolio for the year ended December 31, 2014 was filed on the Company’s Current Report on Form 8-K on June 22, 2015 as Exhibits 99.2 and is incorporated in this Item 9.01(b) by reference.

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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.

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EXHIBIT INDEX

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