NATIONAL HEALTHCARE CORP 8-K

What Happened
National HealthCare Corporation (NHC) announced on May 26, 2026 that it entered into a Credit Agreement providing a $475.0 million senior unsecured term loan and a $50.0 million senior unsecured revolving credit facility to help finance its planned purchase of certain assets and real property from National Health Investors, Inc. (NHI). The term and revolver mature five years after the initial funding date, which NHC currently expects will coincide with closing of the asset purchase (targeted around July 1, 2026, subject to regulatory clearance and other closing conditions).

Key Details

• Credit Agreement dated May 26, 2026: $475.0M single-draw Term Loan Facility + $50.0M Revolving Facility (includes $5.0M LC sublimit and $15.0M swingline sublimit).
• Initial drawdown: NHC expects to borrow the full $475.0M term loan on the funding date to finance the Transaction; revolver may be drawn as needed for purchase price, working capital or general corporate purposes.
• Pricing & payments: Interest at NHC’s option of Term SOFR or base rate plus a margin (Term SOFR margin 1.25%–1.75%; base rate margin 0.25%–0.75% depending on leverage). Initial pricing: Term SOFR +1.50% or base rate +0.50%. Term loan amortizes quarterly (~$5.9M per quarter) with remaining balance due at maturity; revolver is interest-only.
• Conditions & timing: Funding tied to closing of the Purchase and Sale Agreement with NHI (expected Q3 2026, around July 1); if funding hasn’t occurred by August 31, 2026 or the Purchase and Sale Agreement is terminated, lender commitments terminate. Existing NHC credit facility will terminate upon initial funding; no amounts were outstanding under the existing facility as of March 31, 2026.
• Lenders/agents: Bank of America, N.A. as administrative agent, swingline lender and LC issuer; BofA Securities and Wells Fargo Securities as joint lead arrangers (BofA sole bookrunner).

Why It Matters
This financing, if drawn, will provide NHC with $525.0M of committed capital to fund a material asset purchase from NHI and support working capital. For investors, the agreement increases NHC’s indebtedness and introduces covenant tests (maximum consolidated leverage ratio and minimum fixed charge coverage ratio, tested quarterly) that could limit financial flexibility. The loan pricing ties borrowing costs to Term SOFR or base rates, so interest expense will vary with market rates. The financing is conditional on closing the NHI transaction; if the transaction does not close or funding is delayed past August 31, 2026, the lenders’ commitments will terminate.