NATIONAL HEALTHCARE CORP 8-K

What Happened

• National HealthCare Corporation (NHC) filed an 8-K disclosing a Purchase and Sale Agreement dated April 21, 2026 to buy land, facilities and improvements for 35 properties (32 skilled nursing + 3 independent living) from National Health Investors, Inc. (NHI) for a base purchase price of $560 million (subject to adjustments). The Facilities are in AL, FL, KY, MO, SC, TN and VA.
• NHC/OP, L.P. must make a $5.0 million initial deposit within five business days (refundable if the Agreement is terminated during a Review Period ending May 29, 2026). If the Agreement is not terminated by the end of the Review Period, NHC must make an additional $15.0 million deposit (totaling $20.0 million from the purchaser) and NHI must deposit $20.0 million as a Seller’s Liquidated Damages Deposit. The Purchaser’s deposits will be credited at closing.
• The Agreement has no financing contingency; NHC expects to fund part of the purchase with a new credit facility. Closing is expected in the third quarter of 2026 and is subject to customary conditions, including Hart-Scott-Rodino antitrust clearance. NHC issued a press release on April 21, 2026 announcing the transaction.

Key Details

• Purchase Price: $560,000,000 (subject to adjustment)
• Properties: 35 facilities (32 skilled nursing, 3 independent living) across 7 states
• Deposit schedule: $5M initial (refundable during Review Period ending May 29, 2026); if not terminated, additional $15M by purchaser and $20M deposit by seller
• Timing & approvals: Expected close Q3 2026; subject to HSR clearance and customary closing conditions
• Lease treatment: Master Lease will be terminated for all Facilities except four Florida skilled nursing facilities (those Florida facilities’ leases will be assigned to an NHC subsidiary); if the deal fails, the Master Lease stays in effect
• Related parties: NHC owns ~3.4% of NHI’s stock and NHC’s chair (Robert G. Adams) serves on NHI’s board (not standing for reelection at NHI’s 2026 meeting)

Why It Matters

• This is a significant real-estate acquisition by the operator (NHC) of assets it currently leases from a REIT (NHI). Buying the properties can change NHC’s capital structure and operating economics (ownership vs. lease), and will likely be financed in part with new debt.
• The deposit and liquidated-damages provisions create potential downside if the transaction is terminated; NHC can terminate during the Review Period with a refund of most deposits, but after that substantial deposits become non‑refundable except in limited circumstances.
• Closing depends on regulatory clearance and customary conditions; if the transaction does not close, current leasing arrangements remain unchanged and NHC will continue to operate under the Master Lease. Investors should watch financing details, timing, and any updates on regulatory approval.