MacKenzie mini-tender targets NHP (NHP) shares at steep discount as board stays neutral
Rhea-AI Filing Summary
National Healthcare Properties, Inc. (NHP) disclosed that MacKenzie Capital Management launched an unsolicited mini-tender offer to buy up to 150,000 common shares, about 0.2% of outstanding stock, at $7.27 per share. This price is approximately 47.2% below the $13.78 last reported sale price of NHP’s Class A common stock on Nasdaq as of June 15, 2026.
After consulting outside advisors, NHP’s board decided not to make a recommendation and to remain neutral on whether stockholders should tender. The company’s letter notes that tendering holders would give up rights to future distributions after March 31, 2026 and that the MacKenzie offer price will be reduced by any cash distributions made after that date. It also highlights that NHP insiders do not intend to tender and references SEC cautions about mini-tender offers.
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Insights
Unsolicited mini-tender at a steep discount; NHP stays neutral.
National Healthcare Properties (NHP) reports an unsolicited mini-tender by MacKenzie Capital Management for up to 150,000 common shares, about 0.2% of the company’s stock, at $7.27 per share. The letter states this is roughly 47.2% below the $13.78 Nasdaq last sale price of Class A common stock on June 15, 2026.
The board, after consulting advisors, chose to remain neutral and make no recommendation on tendering. The communication emphasizes that stockholders who tender would surrender rights to future distributions after March 31, 2026, and that the MacKenzie offer price will be adjusted downward by any cash distributions after that date.
The letter cites secondary auction trades between $8.41 and $11.41 per share during April–May 2026 as examples of higher recent transaction prices, and notes that NHP insiders do not intend to tender. It also references SEC investor alerts on mini-tender offers, framing this as an event individual investors should evaluate in light of their own circumstances.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Mini-tender size: 150,000 shares
Portion of shares outstanding: 0.2%
Mini-tender offer price: $7.27 per share
+5 more
8 metrics
Mini-tender size
150,000 shares
Maximum NHP common shares MacKenzie seeks to purchase
Portion of shares outstanding
0.2%
Mini-tender amount as a share of NHP outstanding common stock
Mini-tender offer price
$7.27 per share
Price offered by MacKenzie for NHP common stock
Nasdaq last sale price
$13.78 per share
Last reported sale price of NHP Class A common on June 15, 2026
Discount vs. Class A price
47.2%
Mini-tender price discount to $13.78 Class A last sale
Class A shares issued
44,275,000 shares
Aggregate Class A common stock issued in April 23, 2026 offering
Secondary auction range
$8.41–$11.41 per share
CTT Auctions reported NHP common stock sales Apr–May 2026
Class A conversion date
October 19, 2026
Scheduled automatic conversion of each Class A share to common
Key Terms
mini-tender offer, Class A common stock, Class A Conversion, cumulative redeemable perpetual preferred stock, +1 more
5 terms
mini-tender offer financial
"MacKenzie launched an unsolicited mini-tender offer to purchase up to 150,000 shares"
A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.
Class A common stock financial
"NHP’s Class A common stock became listed on Nasdaq under the symbol “NHP”"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Class A Conversion financial
"Each share of Class A common stock will automatically convert into one share of NHP’s existing common stock on October 19, 2026 (the “Class A Conversion”)"
cumulative redeemable perpetual preferred stock financial
"7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share"
A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.
forward-looking statements regulatory
"This letter may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is MacKenzie Capital Management’s mini-tender offer for National Healthcare Properties (NHP)?
MacKenzie Capital Management launched an unsolicited mini-tender to buy up to 150,000 NHP common shares at $7.27 per share. This represents about 0.2% of NHP’s outstanding common stock and is subject to terms in MacKenzie’s Offer to Purchase Shares.
How does the $7.27 mini-tender price compare to NHP’s recent Class A trading price?
The $7.27 mini-tender price is about 47.2% lower than $13.78, the last reported sale price of NHP’s Class A common stock on Nasdaq as of June 15, 2026. The company highlights this large discount in its stockholder letter.
What is National Healthcare Properties’ position on the MacKenzie mini-tender offer?
After evaluating the offer and consulting advisors, NHP’s board decided not to make any recommendation and to remain neutral. The company’s letter explains its analysis but leaves the decision to stockholders based on their individual circumstances.
What happens to NHP distributions if a stockholder tenders into the MacKenzie offer?
Stockholders who tender give up rights to future NHP distributions after March 31, 2026. In addition, under the offer terms, the $7.27 MacKenzie offer price will be reduced by any cash distributions NHP pays to stockholders after that date.
What alternative liquidity indications does NHP mention besides the mini-tender price?
NHP’s letter cites secondary auction trades reported by CTT Auctions between April and May 2026, where NHP common stock reportedly sold between $8.41 and $11.41 per share, levels above the $7.27 MacKenzie mini-tender price.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
__________________________________________________________________________________________________________________________________________________________________________
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (332 ) 258-8770
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Securities registered pursuant to section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
National Healthcare Properties, Inc. (the “Company”) has been notified that on June 15, 2026, MacKenzie Capital Management, LP and its affiliates (collectively, “MacKenzie”) launched an unsolicited “mini-tender” offer to purchase up to 150,000 shares of the Company’s common stock, $0.01 par value per share (“common stock”), which in aggregate represents approximately 0.2% of the Company’s outstanding shares of common stock (including the Company’s Class A common stock, $0.01 par value per share), at a price of $7.27 per share (the “MacKenzie Offer”), subject to certain terms and conditions set forth in MacKenzie’s Offer to Purchase Shares. The Company is not affiliated with MacKenzie or the MacKenzie Offer.
After careful evaluation of the MacKenzie Offer, the Company determined (i) not to make any recommendation and (ii) to remain neutral as to whether stockholders should tender their shares of the Company’s common stock in the MacKenzie Offer.
On June 16, 2026, the Company published a letter to its stockholders on its website notifying them of the decision of the Company to not make any recommendation and to remain neutral regarding the MacKenzie Offer. A copy of the letter is furnished as Exhibit 99.1 hereto and incorporated by reference herein.
The material terms of the Underwriting Agreement are qualified in their entirety by the agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
99.1 | Letter to Stockholders regarding the MacKenzie Offer. | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NATIONAL HEALTHCARE PROPERTIES, INC. | ||||||||
Date: June 16, 2026 | By: | /s/ Andrew T. Babin | ||||||
Andrew T. Babin Chief Financial Officer and Treasurer | ||||||||
NHP MAKES NO RECOMMENDATION WITH RESPECT TO THE MACKENZIE TENDER OFFER
June 16, 2026
Dear Stockholder:
Thank you for your investment in National Healthcare Properties, Inc. (“NHP”). On behalf of NHP and its Board of Directors, we are writing to notify you that on June 15, 2026, MacKenzie Capital Management, LP and its affiliates (collectively, “MacKenzie”) launched an unsolicited mini-tender offer (the “MacKenzie Offer”) to purchase up to 150,000 shares of NHP common stock, $0.01 par value per share (“common stock”), at a price of $7.27 per share (the “MacKenzie Offer Price”). NHP IS NEITHER AFFILIATED WITH MACKENZIE NOR THE MACKENZIE OFFER.
NHP is required by the Securities Exchange Act of 1934, as amended, to inform you of its position, if any, regarding the MacKenzie Offer. After carefully evaluating the Mackenzie Offer and consulting with outside advisors, WE HAVE DETERMINED (I) NOT TO MAKE ANY RECOMMENDATION AND (II) TO REMAIN NEUTRAL AS TO WHETHER STOCKHOLDERS SHOULD TENDER THEIR SHARES IN THE MACKENZIE OFFER. In arriving at this decision, we considered, among other things, the following factors:
•Mackenzie’s Offer Price of $7.27 per share is approximately 47.2% lower than $13.78 per share, which is the last reported sale price of NHP’s Class A common stock, $0.01 par value per share (“Class A common stock”), on The Nasdaq Global Market (“Nasdaq”) as of June 15, 2026. On April 23, 2026, pursuant to a Registration Statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on Form S-11, as amended, NHP completed a public offering (the “Offering”) and issued an aggregate of 44,275,000 shares of Class A common stock. In connection with the Offering, NHP’s Class A common stock became listed on Nasdaq under the symbol “NHP” and began trading on April 22, 2026. Each share of Class A common stock will automatically convert into one share of NHP’s existing common stock on October 19, 2026 (the “Class A Conversion”), and all shares of common stock will subsequently be listed and freely tradeable on Nasdaq under the symbol “NHP.”
•As disclosed in connection with the Offering process, NHP anticipates making quarterly cash distributions to holders of common stock (including Class A common stock) subject to the approval of NHP’s Board of Directors. There is no guarantee of future distributions and there can be no certainty regarding the long-term value of NHP’s common stock because the value is dependent on a number of factors. In addition, NHP’s charter allows it to issue additional preferred stock that could have a preference on distributions and could limit NHP’s ability to make distributions to holders of common stock (including Class A common stock), and NHP’s agreements relating to indebtedness could limit its ability to make distributions to stockholders under certain circumstances. However, stockholders who tender their shares pursuant to the MacKenzie Offer would give up their rights to any future distributions after March 31, 2026.
•Pursuant to the MacKenzie Offer, the MacKenzie Offer Price will be reduced by any cash distributions made to stockholders by NHP after March 31, 2026. Any such distribution will be assigned to MacKenzie as a condition to the MacKenzie Offer.
•We believe that the MacKenzie Offer represents an opportunistic attempt by MacKenzie to purchase shares of common stock and make a profit. We are aware that there is currently no active share repurchase plan or other method of liquidation for the common stock (except for Class A common stock) until the Class A Conversion and that stockholders may want near-term liquidity. NHP stockholders seeking immediate liquidity may have other options, including secondary auction trades, which MacKenzie points out may result in a higher sales price, with MacKenzie noting that for the period between April to May 2026, “…the Shares reported by CTT Auctions were $8.41-$11.41 per Share [with respect to common stock]”, which represent actual sales of NHP common stock at prices that are approximately 13.6%-36.3% higher than the MacKenzie Offer Price.
•As stated by MacKenzie, the MacKenzie Offer is being made “in view of making a profit, so the price offered is below the estimate of value as established by [MacKenzie].” MacKenzie determined the MacKenzie Offer Price pursuant to its own analysis and states that they are “not real estate appraisers” and that “the value of the assets may not accurately represent the current or future value of the [common stock].” Furthermore, MacKenzie did not retain an independent advisor to evaluate or render an opinion as to the fairness of the MacKenzie Offer Price. Hence, MacKenzie acknowledges that its offer price was established based on MacKenzie’s own analysis and objectives without consideration of your financial objectives.
•None of NHP’s directors, executive officers, affiliates or subsidiaries intend to tender their shares of common stock to MacKenzie.
We urge you to consult your financial advisor and exercise caution with respect to this and other mini-tender offers. The SEC has cautioned investors about these kinds of offers in an investor alert, as they are often made in an attempt to profit at investors’ expense. The SEC noted that these offers “have been increasingly used to catch investors off guard,” and cautioned that investors need to scrutinize these types of offers carefully. To read more about the risks of “mini-tender” offers, please review the alert at www.sec.gov/investor/pubs/minitend.htm.
SEC rules permit third parties, such as MacKenzie, to distribute unsolicited mini-tender offers to stockholders of public companies. However, in order to maintain the confidentiality of our stockholders, NHP has only provided stockholder mailing information needed to distribute the MacKenzie Offer materials to a third-party financial printer that is unaffiliated with MacKenzie. Therefore, MacKenzie will not have access to any additional stockholder information unless the stockholder agrees to accept the MacKenzie Offer.
We recognize that stockholders may decide to accept the MacKenzie Offer for several reasons: their individual liquidity needs and financial situation; the MacKenzie Offer providing a set cash price compared to the current trading price of Class A common stock, which may fluctuate due to market conditions; the non-existence of a NHP stock repurchase plan with respect to common stock; and the lack of a current trading market for common stock until October 19, 2026.
We strongly urge you to carefully consider all aspects of the MacKenzie Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences, and (v) other factors you determine are relevant to your decision. You should carefully review all of the MacKenzie Offer documents sent to you by MacKenzie, as well as NHP’s publicly available annual, quarterly and other reports filed with the SEC at www.sec.gov, and consult with your own financial, tax and other advisors in evaluating the MacKenzie Offer before deciding whether to tender your shares of common stock. We appreciate that stockholders must evaluate whether to tender their shares based on all the information available, including the factors considered by NHP above.
PLEASE CONSULT WITH YOUR FINANCIAL ADVISOR AND TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION.
As always, thank you for your investment, confidence in us and continued support. Should you have any questions or need further information about your options, please feel free to contact your financial advisor or NHP Investor Relations at ir@nhpreit.com.
Sincerely,
Michael Anderson
Chief Executive Officer and President
Andrew Babin
Chief Financial Officer and Treasurer
Cautionary Note Regarding Forward-Looking Statements
This letter may contain “forward-looking” statements as defined in the Private Securities Litigation Reform Act of 1995. These 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. Risks and uncertainties, the occurrence of which could adversely affect NHP’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: the trading price of Class A common stock; the Class A Conversion; changes in economic cycles generally and in the real estate and healthcare markets specifically; the success of NHP’s growth strategy, including its ability to successfully identify, complete and integrate new acquisitions; NHP’s ability to complete acquisitions or dispositions on the terms and timing NHP expects, or at all; changes to inflation and interest rates; competition in the real estate and healthcare markets; NHP’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; NHP’s ability to pay down, refinance, restructure or extend its indebtedness as it becomes due; system failures, cyber incidents or deficiencies in NHP’s cybersecurity systems; the availability of capital on favorable terms, or at all; NHP’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 NHP’s most recent Annual Report on Form 10-K and all other lings with the Securities and Exchange Commission. Finally, NHP 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.