NATIONAL HEALTH INVESTORS INC 8-K/A

What Happened

• National Health Investors, Inc. (NHI) filed an 8-K on April 22, 2026 reporting that on April 21, 2026 it entered into a Purchase and Sale Agreement to sell 35 properties (32 skilled nursing facilities and 3 independent living facilities) to NHC/OP, L.P., a wholly‑owned subsidiary of National HealthCare Corporation (NHC), for a purchase price of $560 million (subject to adjustment). The Facilities are located in Alabama, Florida, Kentucky, Missouri, South Carolina, Tennessee and Virginia. The Transaction is expected to close in the third quarter of 2026, subject to customary closing conditions including Hart‑Scott‑Rodino clearance.

Key Details

• Purchase price: $560 million, payable at closing; sale is “as is, where is” except for limited contractual reps/warranties.
• Deposit structure: $5.0M initial deposit due within five business days of April 21, 2026 (non‑refundable after review period ends), potential additional $15.0M deposit if not terminated after review period, and a $20.0M seller’s liquidated damages deposit from NHI at that time.
• Facilities: 35 total (32 skilled nursing + 3 independent living); under the Master Lease, NHC currently operates all but four Florida skilled nursing facilities (those four are subleased to a third party).
• Lease treatment at closing: Master Lease will be terminated for all Facilities except the four Florida facilities, which will be assigned to and assumed by an NHC subsidiary. If the Transaction does not close, the Master Lease remains in full force.
• Related‑party / governance: NHC owned 1,630,642 NHI shares as of 12/31/2025; Robert G. Adams serves on both boards (and is not standing for reelection at NHI’s 2026 meeting). A Special Committee of independent directors reviewed and unanimously approved the Transaction.
• No financing contingency; purchasers bear pre‑closing risk of loss and condemnation per the Agreement.

Why It Matters

• This is a material asset sale that would convert 35 operating healthcare properties into cash proceeds (subject to adjustments and closing conditions). For shareholders, the Transaction could affect NHI’s portfolio composition, recurring rental income from the Master Lease, and liquidity position depending on how proceeds are used.
• The deal is with a related party (NHC) and includes customary termination and liquidated‑damage provisions; the Special Committee’s unanimous approval is intended to address conflict‑of‑interest concerns.
• Closing is not guaranteed — it requires regulatory clearance (HSR) and other conditions — and if the Transaction fails the existing Master Lease between the parties continues unchanged.