National Healthcare Properties Announces Definitive Agreement to Sell 40 Additional Outpatient Medical Facilities for $531 Million, Signs LOI for Remaining Four OMFs and Provides SHOP Acquisition Pipeline Update
Under the projected 0x net-debt scenario, total debt would consist primarily of $300 million in outstanding unsecured term loans.
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Rhea-AI Summary
National Healthcare Properties (NHP) agreed to sell 40 outpatient medical facilities for approximately $531 million, advancing its planned exit from the segment.
The price represents a 6.9% nominal cap rate. The company expects a 6.5% economic cap rate and estimated cash proceeds of $511 million before transaction expenses and property operating prorations. It expects the sale to close in the fourth quarter of 2026 and plans to use proceeds to repay its revolving credit balance and fund senior housing operating portfolio (SHOP) acquisitions.
A non-binding letter of intent covers its final four outpatient facilities for $11 million in gross proceeds. Including a previously announced 86-facility sale for approximately $528 million, the company expects to exit the segment. Its SHOP acquisition pipeline covers 724 units and approximately $244 million. Based on announced disposition and capital markets transactions and closed SHOP acquisitions, it expects net debt to Further Adjusted EBITDA near 0x using second-quarter 2026 financials.
Positive
- 40 outpatient facilities are under a definitive sale agreement for approximately $531 million.
- $511 million in estimated cash proceeds is expected before transaction expenses and property operating prorations.
- All secured debt related to the 40-facility portfolio has recently been retired.
- 6.9% nominal and expected 6.5% economic cap rates describe the planned sale.
- Four remaining facilities are covered by a letter of intent for $11 million in gross proceeds.
- 86 previously announced facility sales total approximately $528 million; 30 closed on September 10, 2026.
- SHOP acquisition agreements or letters of intent cover approximately $244 million and 724 units.
- Year-one and year-three SHOP cap rates are estimated at approximately 7.2% and 8.4%, respectively.
- Revolving credit repayment and SHOP acquisitions are planned uses of the 40-facility sale proceeds.
- Net debt to Further Adjusted EBITDA is expected to approximate 0x under the stated transaction scenario, using second-quarter 2026 financials.
Negative
- Four-facility letter of intent is non-binding, leaving the planned $11 million sale unsigned.
- SHOP acquisition pipeline includes non-binding letters of intent, not only definitive agreements.
- SHOP closings remain subject to continued due diligence, closing conditions and applicable regulatory approvals.
- $511 million in estimated sale proceeds excludes transaction expenses and property operating prorations.
- $300 million in unsecured term loans would comprise most debt under the projected 0x net-debt scenario.
News Explained
Under the company’s scenario, cash would approximately equal total debt—primarily
Key Figures
- OMF portfolio sale price
- $531 million
- Definitive agreement for 40 outpatient medical facilities
- Nominal cap rate
- 6.9%
- Based on trailing twelve-month in-place cash net operating income
- Economic cap rate
- 6.5%
- After recurring capital expenditure and customary closing adjustments
- Expected cash proceeds
- $511 million
- Before transaction expenses and property operating prorations
- Net Debt to Further Adjusted EBITDA
- 0x
- Expected ratio based on second quarter 2026 financials
- SHOP acquisition pipeline
- $244 million
- Signed purchase and sale agreements or non-binding letters of intent
- Year-one cap rate
- 7.2%
- Estimated weighted average for SHOP acquisitions
- Year-three cap rate
- 8.4%
- Estimated weighted average for SHOP acquisitions
Key Terms
net operating income financial
cap rate financial
revolving credit facility financial
letter of intent financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Announced Transactions Expected to Complete Pivot to Pure-Play SHOP and Reduce Net Debt to Further Adjusted EBITDA to 0x Based on Q2 2026 Financials
NEW YORK, Sept. 28, 2026 (GLOBE NEWSWIRE) -- National Healthcare Properties, Inc. (Nasdaq: NHP) (the “Company”) announced today the following business updates:
OMF Dispositions under Definitive Agreement and Letter of Intent
The Company entered into a definitive purchase and sale agreement to sell 40 outpatient medical facilities ("OMFs") for approximately
Having recently retired all secured debt related to this portfolio, the Company expects estimated cash proceeds of
Based on announced disposition and capital markets transactions as well as closed SHOP acquisitions, the Company expects Net Debt to Further Adjusted EBITDA to approximate 0x (based on second quarter 2026 financials). In this scenario, the Company would hold cash and cash equivalents approximately equal to total debt comprised primarily of
The Company also signed a non-binding letter of intent for its final four OMFs for gross proceeds of
Inclusive of these transactions and the previously announced sale of 86 OMFs for approximately
SHOP Pipeline
The Company currently has signed purchase and sale agreements or non-binding letters of intent for approximately
Michael Anderson, Chief Executive Officer and President, commented, “These expected transactions complete our strategic evolution into a pure-play SHOP platform with meaningful internal growth and a conservative, largely unencumbered balance sheet. Moreover, we believe the economics of our exit from the OMF segment will immediately provide additional capacity for the accretive execution of our robust and growing pipeline of high-acuity SHOP acquisition opportunities. As the population of older adults continues to expand and the need for specialized senior housing and care increases, we believe our focused strategy positions us well to capture the growth from this long-term demographic trend.”
About National Healthcare Properties
National Healthcare Properties, Inc. (Nasdaq: NHP) is a self-managed real estate investment trust focused on acquiring, owning and investing in a diversified portfolio of healthcare real estate, with an emphasis on providing senior housing to serve a growing elderly population in the United States. Additional information about the Company can be found on its website at nhpreit.com.
Investor & Media Contact
Email: ir@nhpreit.com
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of terminology such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may,” “should,” “predict,” “project,” “potential,” “continue” or the negatives of these terms or variations of them or similar expressions. Examples of forward-looking statements include statements regarding the timing, closing and proposed use of proceeds of OMF disposition, the expected benefits of the OMF disposition and SHOP acquisitions, future acquisition and disposition opportunities and other statements regarding the Company’s future strategy. Risks and uncertainties, the occurrence of which could adversely affect the Company’s business and cause actual results to differ materially from those expressed or implied in the forward-looking statements, include, but are not limited to, the following: changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of the Company’s growth strategy, including its ability to successfully identify, complete and integrate new acquisitions; the Company’s ability to complete acquisitions or dispositions on the terms and timing the Company expects, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; the Company’s ability to retain certain key personnel; legislative and regulatory changes in the healthcare and real estate industries; reductions or changes in reimbursement from third-party payors, including Medicare and Medicaid; discovery of previously undetected environmentally hazardous conditions; the Company’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; system failures, cyber incidents or deficiencies in the Company’s cybersecurity systems; the availability of capital on favorable terms, or at all; the Company’s ability to remain qualified as a real estate investment trust for U.S. federal income tax purposes; and other risks and uncertainties described in the section titled Risk Factors of the Company’s most recent Annual Report on Form 10-K and all other filings with the Securities and Exchange Commission. Cash NOI is defined as NOI excluding non-cash items such as straight-line rent adjustments and amortization of above and below market lease and lease intangibles that are included in GAAP revenue from tenants and property operating and maintenance. Cap rates for the Company's acquisition pipeline included in this press release are calculated by dividing the underwritten cash NOI that the Company aims to achieve (some of which are based on preliminary information provided by sellers and certain assumptions applied by the Company) by the total aggregate purchase price, not including certain initial acquisition capital expenditures. The actual stabilized cash NOI yields from the Company’s pipeline may not be consistent with the targeted stabilized cash NOI yield range. Finally, the Company assumes no obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ from those projected in any forward-looking statements. You can find the definitions of GAAP financial measures referenced in this press release and their reconciliations to the most directly comparable GAAP financial measures in our most recent annual and quarterly supplemental materials as made available on our website at http://investors.nhpreit.com under the heading “Quarterly Results.”
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much will National Healthcare Properties receive from its 40-facility sale?
The agreed sale price is approximately $531 million, with estimated cash proceeds of $511 million before transaction expenses and property operating prorations. The proceeds estimate includes capital expenditure and other customary adjustments.
What is in National Healthcare Properties' SHOP acquisition pipeline?
Signed purchase and sale agreements or non-binding letters of intent cover approximately $244 million of acquisitions comprising 724 primarily assisted living and memory care units. Estimated weighted average cap rates are approximately 7.2% in year one and 8.4% in year three.
What remains before National Healthcare Properties can close its SHOP acquisitions?
The acquisitions remain subject to continued purchaser due diligence, closing conditions and regulatory approvals specified in the applicable agreements. The pipeline includes both signed purchase and sale agreements and non-binding letters of intent.