Company Description
National Healthcare Properties, Inc. 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock (Nasdaq: NHPBP) represents a preferred equity security issued by National Healthcare Properties, Inc. ("NHP"), a self-managed diversified healthcare real estate investment trust. According to company disclosures, NHP focuses on seniors housing and outpatient medical facilities and has its preferred stocks listed on Nasdaq under the tickers NHPAP and NHPBP.
The underlying REIT is organized in Maryland and operates through two reportable business segments referenced in its materials: Senior Housing Operating Properties ("SHOP") and Outpatient Medical Facilities ("OMF"). The Polygon description notes that NHP is focused on acquiring a diversified portfolio of healthcare real estate in the United States, with an emphasis on seniors housing operating properties and outpatient medical facilities. Within this framework, OMF properties include physicians' offices, examination rooms, hospitals, pharmacies and other healthcare-related facilities, while SHOP properties include assisted living facilities, memory care facilities and independent living facilities. The company has stated that a majority of its revenue is generated from the OMF segment.
NHP describes itself as a self-managed real estate investment trust concentrating on healthcare real estate. Its portfolio and operating metrics are frequently discussed in terms of Same Store Cash Net Operating Income (NOI), occupancy and segment performance for SHOP and OMF. Company communications highlight Same Store Cash NOI growth in both segments and provide definitions for key non-GAAP measures such as Funds from Operations (FFO), Adjusted Funds from Operations (AFFO), NOI, Cash NOI, Adjusted EBITDA, Net Debt and Net Leverage. These measures are used by NHP to evaluate comparative operating and financial performance across periods.
The Series B preferred stock identified by the symbol NHPBP is described in company documents as 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock. NHP’s announcements show that the Board of Directors has periodically declared quarterly dividends on this series, alongside its 7.375% Series A preferred stock, with dividends payable to holders of record as of specified dates. The preferred shares are characterized as cumulative and redeemable on a perpetual basis, as reflected in the security’s full name and in the company’s balance sheet presentation of its preferred stock.
National Healthcare Properties, Inc. has reported that its preferred stocks trade on the Nasdaq Exchange and that the company’s operations and capital structure are supported by various financing arrangements, including mortgage notes payable, credit facilities and Fannie Mae secured debt, as detailed in its consolidated balance sheets and related SEC filings. The company has also disclosed the existence of a senior unsecured credit facility consisting of a revolving credit facility and a term loan, with the stated intention that borrowings may be used for acquisitions, working capital, repayment of indebtedness, development costs and capital expenditures.
From a governance perspective, NHP’s SEC filings indicate that it is incorporated in Maryland and has undertaken actions related to its board structure and corporate governance framework. These include board declassification steps so that all directors will stand for election annually from and after the 2026 annual meeting, amendments to bylaws to address universal proxy rules and proxy access, and the consolidation of board committees into a Compensation and Corporate Governance Committee. The company has also reported the appointment of independent directors and senior executives, along with related employment and indemnification arrangements.
For investors analyzing NHPBP, the performance and risk profile of the preferred stock is closely tied to the financial condition and operating results of National Healthcare Properties, Inc. As described in its press releases and SEC filings, the company emphasizes metrics such as FFO, AFFO, Same Store Cash NOI and Net Leverage when discussing its SHOP and OMF portfolios, dispositions of non-core properties, debt repayment activity and capital structure management. These disclosures provide context for understanding how the REIT manages its healthcare real estate portfolio and supports its preferred stock obligations.
Business segments and property focus
According to the Polygon description and the company’s own "About" statements, NHP’s portfolio is concentrated in healthcare real estate in the United States. The two primary segments, SHOP and OMF, are used for management and internal financial reporting purposes. SHOP encompasses assisted living, memory care and independent living facilities, while OMF encompasses outpatient-oriented facilities such as physicians' offices, examination rooms, hospitals and pharmacies. NHP’s disclosures indicate that the OMF segment contributes a majority of revenue.
The company distinguishes between core properties and Non-Core Properties, with the latter defined as assets deemed not essential to generating future economic benefit or value to day-to-day operations or that are scheduled to be sold. Dispositions of non-core SHOP and OMF assets are periodically reported, along with associated gains and the impact on debt reduction.
Capital structure, preferred stock and leverage
NHP’s consolidated balance sheets show multiple layers of financing, including mortgage notes payable, credit facilities, market lease intangible liabilities and preferred equity. The 7.125% Series B Cumulative Redeemable Perpetual Preferred Stock appears in the stockholders’ equity section alongside the 7.375% Series A preferred stock and common stock. Company disclosures highlight Net Debt, Net Debt to Annualized Adjusted EBITDA (Net Leverage), and the use of proceeds from property dispositions to pay down debt.
In an 8-K describing a credit agreement, NHP outlines a senior unsecured revolving credit facility and senior unsecured term loan facility, with interest rates tied to base rate or SOFR plus a margin based on consolidated leverage. The agreement includes financial maintenance covenants such as minimum fixed charge coverage, maximum leverage, minimum tangible net worth, maximum secured and unencumbered leverage ratios, minimum unsecured interest coverage and minimum liquidity. These features frame the financial environment in which the NHPBP preferred stock exists.
Corporate governance and regulatory framework
NHP’s SEC filings describe several governance-related actions. The board has approved the declassification of directors so that all members will stand for election annually, and has adopted amendments to bylaws to address universal proxy rules, enhance procedural mechanics for stockholder nominations and proposals, and provide for proxy access for qualifying stockholders. The company has also expanded its opt-out from certain provisions of the Maryland Business Combination Act to cover business combinations with any person.
In addition, NHP has reported amendments to a rights agreement initially adopted in 2020, including an amendment to accelerate the expiration date of common share purchase rights. These actions are documented in Form 8-K filings and are part of the broader regulatory and governance context relevant to holders of NHP’s securities, including NHPBP.
Key non-GAAP metrics referenced by NHP
Company communications provide definitions for several non-GAAP measures used in evaluating performance:
- Funds from Operations (FFO), as defined by Nareit, adjusts net income or loss for real estate-related depreciation and amortization, impairment charges on depreciable real property, gains or losses from sales of depreciable real property and similar adjustments for non-controlling interests and unconsolidated entities.
- Adjusted Funds from Operations (AFFO) further adjusts FFO for items the company believes are not directly attributable to operations, including acquisition and transaction costs, amortization of market-lease intangibles, straight-line rent adjustments, certain termination fees, equity-based compensation, depreciation and amortization related to non-real estate assets, mark-to-market gains and losses on non-designated derivatives, non-cash interest components, casualty-related charges, gains or losses on extinguishment of debt and similar adjustments for non-controlling interests and unconsolidated entities.
- Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, excluding acquisition and transaction costs, termination fees to related parties, interest and other income, amortization of market-lease intangibles and other non-cash items including equity-based compensation, impairment charges, casualty-related charges, gains and losses on sale of real estate investments, gains or losses on extinguishment of debt and gains and losses on derivative investments.
- NOI and Cash NOI are defined as total revenues from tenants less property operating costs, with Cash NOI excluding net amortization of above/below market lease and lease intangibles and straight-line rent adjustments.
- Net Debt is defined as total gross debt less cash and cash equivalents, and Net Debt to Annualized Adjusted EBITDA is calculated as Net Debt divided by annualized Adjusted EBITDA.
These definitions are relevant for investors who wish to understand how NHP evaluates the performance of its healthcare real estate portfolio and, indirectly, the financial capacity that supports obligations on its preferred stock, including NHPBP.